Exhibit 5.1
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Unity Biotechnology, Inc.
285 East Grand Avenue
South San Francisco, California 94080
Re: Registration Statement No. 333-231893
Ladies and Gentlemen:
We have acted as special counsel to Unity Biotechnology, Inc., a Delaware corporation (the “Company”), in connection with the offer and sale by the Company of (i) 252,447 shares (the “Commitment Shares”) of common stock of the Company, par value $0.0001 per share (“Common Stock”), (ii) 1,020,408 shares (the “Initial Purchase Shares”) of Common Stock and (iii) up to $27,000,000 of shares (the “Purchase Shares” and together with the Commitment Shares and the Initial Purchase Shares, the “Shares”) of Common Stock, in each case, pursuant to the Purchase Agreement dated September 29, 2021 (the “Purchase Agreement”) between the Company and Lincoln Park Capital Fund, LLC. The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 3, 2019 (Registration No. 333–231893) (as amended, the “Registration Statement”), a related base prospectus dated June 6, 2019 (the “Base Prospectus”) and a prospectus supplement dated September 29, 2021 filed with the Commission pursuant to Rule 424(b) under the Act (the “Sales Agreement Prospectus” and, together with the Base Prospectus, the “Prospectus”).
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related applicable Prospectus or the Purchase Agreement Prospectus, 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.
