Exhibit 5.1
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| | 787 Seventh Avenue New York, NY 10019-6099 Tel: 212 728 8000 Fax: 212 728 8111 |
May 21, 2020
Clovis Oncology, Inc.
5500 Flatiron Parkway, Suite 100
Boulder, Colorado 80301
Re: Registration Statements on FormS-3
Ladies and Gentlemen:
We have acted as counsel to Clovis Oncology, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), in connection with the Company’s offer and sale of 11,090,000 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”), and up to an additional 1,663,500 shares of Common Stock in connection with the underwriters’ option to purchase such additional shares (collectively, the “Shares”) pursuant to that certain underwriting agreement, dated May 18, 2020, by and among the Company, J. P. Morgan Securities LLC and BofA Securities, Inc. (the “Underwriting Agreement”), The Shares are being offered pursuant to the Company’s Registration Statement on FormS-3 initially filed with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on December 16, 2019, as amended by Amendment No. 1 thereto filed with the Commission on December 23, 2019 and declared effective by the Commission on December 30, 2019 (the “Shelf Registration Statement”) and the Company’s registration statement on FormS-3 (File No. 238463) filed with the Commission on May 18, 2020 pursuant to Rule 462(b) under the Securities Act (the “462(b) Registration Statement” and together with the Shelf Registration Statement, the “Registration Statements”) and the related prospectus contained in the Shelf Registration Statement, as supplemented by the final prospectus supplement, dated May 18, 2020 and filed with the Commission pursuant to Rule 424(b) under the Securities Act (as so supplemented, the “Prospectus”). 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 other matter pertaining to the contents of the Registration Statements or the Prospectus, other than as expressly stated herein with respect to the issuance of the Shares.
We have examined copies of the Amended and Restated Certificate of Incorporation of the Company, as amended, the Amended and Restated Bylaws of the Company, as amended, the Registration Statements, the Prospectus, the Underwriting Agreement, all relevant resolutions adopted by the Company’s Board of Directors and committees thereof, and other records, certificates and documents that we have deemed necessary for the purpose of this opinion. We have also examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, papers, statutes and authorities as we have deemed necessary to form a basis for the opinion hereinafter expressed.
NEW YORK WASHINGTON HOUSTON PALO ALTO SANFRANCISCO CHICAGO PARIS LONDON FRANKFURT BRUSSELS MILAN ROME