Exhibit 5.1
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 | | Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650.493.9300 F: 650.493.6811 |
March 29, 2022
IGM Biosciences, Inc.
325 E. Middlefield Road
Mountain View, CA 94043
Re: Follow-On Public Offering of IGM Biosciences, Inc.
Ladies and Gentlemen:
We have acted as counsel to IGM Biosciences, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) on August 9, 2021 of a Registration Statement on Form S-3 (Registration No. 333-258644), under the Securities Act of 1933, as amended, and declared effective on August 19, 2021 (the “Registration Statement”), the prospectus contained within the Registration Statement (the “Base Prospectus”), and the prospectus supplement to the Registration Statement dated March 29, 2022 (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”).
The Prospectus Supplement relates to the offering of the Company of up to 8,695,653 shares of the Company’s non-voting common stock, $0.01 par value per share (the “Non-Voting Common Stock”), and up to 1,304,347 shares of the Company’s voting common stock, $0.01 par value per share (together with the Non-Voting Common Stock, the “Shares”) that may be sold pursuant to exercise of an option to purchase additional shares granted to the underwriters. The offering of the Shares is being made pursuant to that certain underwriting agreement, dated March 29, 2022, by and among the Company and J.P. Morgan Securities LLC, BofA Securities, Inc., Stifel, Nicolaus & Company, Incorporated and Guggenheim Securities, LLC, as representatives of the several underwriters named therein (the “Underwriting Agreement”).
We have examined copies of the Registration Statement, together with the documents incorporated by reference therein, and the Prospectus. In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such other instruments, documents, certificates and records which we have deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed; (iv) that the Underwriting Agreement has been duly authorized and validly executed and delivered by the parties thereto (other than the Company); (v) that the Shares will be issued and sold in compliance with applicable U.S. federal and state securities laws and in the manner stated in the Registration Statement and the Prospectus; and (vi) the legal capacity of all natural persons.
Based on and subject to the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and delivered by the Company against payment therefor in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable.
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 (including the statutory provisions and all applicable judicial decisions interpreting those laws) and the federal laws of the United States of America.
AUSTIN BEIJING BOSTON BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO
SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE
