Exhibit 5.1
Gordon K. Ho
T: +1 650 843 5190
gho@cooley.com
December 4, 2019
Revance Therapeutics, Inc.
7555 Gateway Boulevard
Newark, California 94560
Ladies and Gentlemen:
You have requested our opinion, as counsel toREVANCE THERAPEUTICS, INC., a Delaware corporation (the “Company”), with respect to certain matters in connection with the offering by the Company of up to 7,475,000 shares of its common stock, par value $0.001 (the “Shares”), including up to 975,000 Shares that may be sold pursuant to the exercise of an option to purchase additional Shares, pursuant to a Registration Statement on FormS-3 (Registration StatementNo. 333-221911) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), the prospectus included within the Registration Statement (the “Base Prospectus”), and the prospectus supplement, dated December 4, 2019, and filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (together with Base Prospectus, the “Prospectus”). The Shares are to be sold by the Company as described in the Registration Statement and the Prospectus.
In connection with this opinion, we have examined and relied upon the Registration Statement, the Prospectus, the Company’s Amended and Restated Certificate of Incorporation, the Company’s Amended and Restated Bylaws and originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof; the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where due execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion herein is expressed solely with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable.
COOLEY LLP 3175 HANOVER STREET PALO ALTO, CA 94304-1130
T: (650)843-5000 F: (650)849-7400 COOLEY.COM
