Exhibit 5.1
Jodie M. Bourdet
+1 415 693 2054
jbourdet@cooley.com
March 7, 2019
Adverum Biotechnologies, Inc.
1035 O’Brien Dr.
Menlo Park, CA 94025
Re: Registration on FormS-8
Ladies and Gentlemen:
We have acted as counsel to Adverum Biotechnologies, Inc., a Delaware corporation (the “Company”), and you have requested our opinion in connection with the filing of a registration statement onForm S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to (i) 2,518,618 shares of the Company’s common stock, $0.0001 par value per share, pursuant to the Company’s 2014 Equity Incentive Award Plan, as amended and restated (the “2014 Plan”), (ii) 629,654 shares of Common Stock issuable pursuant to the Company’s 2014 Employee Stock Purchase Plan, as amended and restated (the “ESPP”) and (iii) 1,000,000 shares of the Company’s Common Stock issuable pursuant to the Company’s 2017 Inducement Plan, as amended and restated (the “Inducement Plan”and together with the 2014 and the ESPP, the “Plans”). The shares being registered pursuant to the Registration Statement are collectively referred to herein as the “Shares.”
In connection with this opinion, we have examined and relied upon the Registration Statement and related Prospectuses included therein, the Company’s Amended and Restated Certificate of Incorporation, as amended, and Bylaws, as currently in effect, the Plans and the originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as we deem 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. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought to independently verify such matters.
Our opinion is expressed only 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.
