Exhibit 5.1
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+1 617 526 6000 (t) +1 617 526 5000 (f) wilmerhale.com |
July 26, 2024
Aileron Therapeutics, Inc.
12407 N. Mopac Expy., Suite 250 #390
Austin, TX 78758
Re: | Prospectus Supplement to Registration Statement on Form S-3 |
Ladies and Gentlemen:
This opinion is furnished to you in connection with (i) the Registration Statement on Form S-3 (File No. 333-265470) (the “Registration Statement”) filed by Aileron Therapeutics, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of, among other things, an indeterminate number of shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company which may be issued from time to time on a delayed or continuous basis by the Company pursuant to Rule 415 under the Securities Act, at an initial aggregate offering price of up to $150,000,000, as set forth in the Registration Statement and the prospectus contained therein (the “Base Prospectus”) and (ii) the prospectus supplement, dated July 26, 2024 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) relating to the issuance and sale from time to time by the Company of shares of Common Stock having an aggregate offering price of up to $50,000,000 (the “Shares”).
The Shares are to be issued and sold pursuant to an Equity Distribution Agreement, dated July 26, 2024, between the Company and Citizens JMP Securities, LLC (the “Equity Distribution Agreement”). The Equity Distribution Agreement is being filed with the Commission as Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed on the date hereof.
We are acting as counsel for the Company in connection with the issue and sale by the Company of the Shares pursuant to the Equity Distribution Agreement.
We have examined and relied upon copies of the Registration Statement and the Prospectus as filed with the Commission. We have also examined and relied upon the Equity Distribution Agreement, the Restated Certificate of Incorporation of the Company, the Amended and Restated By-laws of the Company, and minutes of meetings of the stockholders and the Board of Directors of the Company, including committees thereof, as provided to us by the Company, and such other documents as we have deemed necessary for purposes of rendering the opinion hereinafter set forth.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents.
We have relied as to certain matters on information obtained from public officials and officers of the Company, and we have assumed that (i) the Shares will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement, the Prospectus and any applicable prospectus supplement; (ii) there will be sufficient shares of Common Stock authorized under the Certificate of Incorporation and not otherwise reserved for issuance; and (iii) the Company will be validly existing as a corporation and in good standing under the laws of the State of Delaware.
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