Exhibit 5.1
| | |
BEIJING BRUSSELS DUBAI FRANKFURT JOHANNESBURG LONDON LOS ANGELES NEW YORK PALO ALTO SAN FRANCISCO SEOUL SHANGHAI WASHINGTON | | Covington & Burling LLP The New York Times Building 620 Eighth Avenue New York, NY 10018-1405 T +1 212 841 1000 |
October 25, 2021
Selecta Biosciences, Inc.
65 Grove Street
Watertown, Massachusetts 02472
Ladies and Gentlemen:
We have acted as counsel to Selecta Biosciences, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of shares of the Company’s common stock, $0.0001 par value per share, having an aggregate offering price of up to $75,000,000 (the “Shares”), pursuant to the Sales Agreement, dated October 25, 2021, between the Company and SVB Leerink LLC, as sales agent (the “Sales Agreement”). The offer and sale of the Shares are being registered under the Securities Act pursuant to the Company’s registration statement on Form S-3 (File No. 333-241692), which was filed with the Securities and Exchange Commission on August 6, 2020 (such registration statement, as amended as of the date hereof, is herein referred to as the “Registration Statement”).
We have reviewed the Sales Agreement, the Registration Statement, and the prospectus, dated August 14, 2020, as supplemented by a prospectus supplement dated October 25, 2021, with respect to the offer and sale of the Shares, as filed with the Securities and Exchange Commission on October 25, 2021. We have also reviewed such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.
We have assumed that all signatures are genuine, that all documents submitted to us as originals are authentic and that all copies of documents submitted to us conform to the originals.
We have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible.
Based upon the foregoing, we are of the opinion that the Shares have been duly authorized, and when issued and sold by the Company pursuant to the terms of the Sales Agreement and upon receipt by the Company of full payment therefor in accordance with the Sales Agreement, will be validly issued, fully paid and non-assessable.
We are members of the bar of the State of New York. We do not express any opinion herein on any laws other than the law of the State of New York, the Delaware General Corporation Law, applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.
