Exhibit 5.1
 | | Goodwin ProcterLLP 100 Northern Avenue
Boston, MA 02210 goodwinlaw.com +1 617 570 1000 |
March 23, 2017
Assembly Biosciences, Inc.
11711 N. Meridian Street, Suite 310
Carmel, Indiana 46032
| Re: | Securities Being Registered under Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 621,650 shares (the “Shares”) of Common Stock, $0.001 par value per share, of Assembly Biosciences, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s Non-Qualified Stock Option Agreements with Derek Small and Lee Arnold, each dated May 16, 2014 (collectively, the “Plans”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
For purposes of the opinion set forth below, we have assumed that a sufficient number of authorized but unissued shares of the Company’s Common Stock will be available for issuance when the Shares are issued.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
| | Very truly yours, |
| | |
| | /s/ Goodwin Procter LLP |
| | |
| | GOODWIN PROCTER LLP |
