Exhibit 5.1
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Aduro Biotech, Inc.
740 Heinz Avenue
Berkeley, CA 94110
Re:Registration Statement on FormS-8: 3,229,427 shares of common stock, par value $0.0001 per share
Ladies and Gentlemen:
We have acted as special counsel to Aduro Biotech, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of 3,229,427 shares of common stock of the Company, par value $0.0001 per share (the “Shares”), issuable pursuant to the Company’s 2015 Equity Incentive Plan (the “Plan”).
The Shares are included in a registration statement on FormS-8 under the Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission (the “Commission”) on March 9, 2020 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of RegulationS-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus forming a part thereof, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by and pursuant to the Plan, and assuming in each case that the individual issuances, grants or awards under the Plan are duly authorized by all necessary corporate action