Exhibit 5.1
June 22, 2023 | +1 617 526 6000 (t) |
| +1 617 526 5000 (f) |
Kala Pharmaceuticals, Inc.
1167 Massachusetts Avenue
Arlington, MA 02476
Re: | Amended and Restated 2017 Equity Incentive Plan; Inducement Stock Option Awards (June 22, 2023); Inducement Restricted Stock Unit Awards (June 22, 2023) |
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 1,261,560 shares (the “Shares”) of common stock, $0.001 par value per share (the “Common Stock”) of Kala Pharmaceuticals, Inc., a Delaware corporation (the “Company”), consisting of (i) an aggregate of 1,250,000 additional shares of Common Stock issuable under the Company’s Amended and Restated 2017 Equity Incentive Plan (the “Plan”) and (ii) 840 shares of Common Stock issuable pursuant to a nonqualified stock option agreement and 10,720 shares of Common Stock issuable pursuant to restricted stock unit agreements, in each case providing for employee inducement grants between the Company and various employees, which were entered into in connection with the commencement of such employees’ employment with the Company pursuant to Nasdaq Stock Market Rule 5635(c)(4) (the “Inducement Award Agreements”).
We have examined the Certificate of Incorporation and Bylaws of the Company, each as amended and/or restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the board of directors and stockholders of the Company, the Registration Statement, the Plan, the Inducement Award Agreements 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 Plan and 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.
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.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan or the Inducement Award Agreements, as applicable, the Shares will be validly issued, fully paid and nonassessable.
