Exhibit 5.1
January 3, 2023
Agios Pharmaceuticals, Inc.
88 Sidney Street
Cambridge, MA 02139
Re: Registration Statement on Form S-8: Inducement Award Agreements (as defined below)
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 172,005 shares (the “Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of Agios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), consisting of (i) 135,682 shares of Common Stock issuable pursuant to an inducement stock option agreement between the Company and Tsveta Milanova, (ii) 25,426 shares of Common Stock of the Company issuable pursuant to an inducement restricted stock unit agreement between the Company and Ms. Milanova and (iii) 10,897 shares of Common Stock of the Company issuable pursuant to an inducement performance stock unit agreement between the Company and Ms. Milanova, in each case which were entered into in connection with Ms. Milanova’s commencement of employment with the Company as the Chief Commercial Officer pursuant to Nasdaq Stock Market Rule 5635(c)(4) (collectively, the “Inducement Award Agreements”).
We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.
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 certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Inducement Award Agreements, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.
We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware and the federal laws of the United States of America.
It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.
Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109
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