Exhibit 5.1
 | 650 Page Mill Road Palo Alto, CA 94304-1050 PHONE 650.493.9300 FAX 650.493.6811 www.wsgr.com |
January 29, 2018
Soleno Therapeutics, Inc.
1235 Radio Road, Suite 110
Redwood City, CA 94065
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
This opinion is furnished to you in connection with the Registration Statementon Form S-1 (the “Registration Statement”), filed by Soleno Therapeutics, Inc. (the “Company”) with the Securities and Exchange Commission on even date herewith in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 14,165,541 shares of the Company’s common stock (the “Common Stock”), which consists of up to 8,141,116 shares of Common Stock issued under the Securities Purchase Agreement dated December 11, 2017 (the “Agreement”), and up to 6,024,425 shares of Common Stock that may be purchased upon exercise of warrants (the “Warrants”) issued under the Agreement.
We are acting as counsel for the Company in connection with the registration of Common Stock by the Company. In such capacity, we have examined the Agreement. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies, the authenticity of the originals of such documents and the legal competence of all signatories to such documents.
Based on the foregoing and in reliance thereon and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that:
| (i) | the 8,141,116 shares of Common Stock are validly issued, fully paid andnon-assessable; and |
| (ii) | the 6,024,425 shares of Common Stock underlying the Warrants will, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid andnon-assessable. |
We are members of the Bar of the State of California and this opinion is limited solely to the federal laws of the United States of America and the General Corporation Law of the State of Delaware (including the statutory provisions and all applicable judicial decisions interpreting those laws).
We consent to the use of this opinion as an exhibit to the Registration Statement, and we consent to the reference of our name under the caption “Legal Matters” in the prospectus forming part of the Registration Statement.
| Very truly yours, |
| /s/ Wilson Sonsini Goodrich & Rosati |
WILSON SONSINI GOODRICH & ROSATI Professional Corporation |