Exhibit 5.1
February 28, 2022
Karyopharm Therapeutics Inc.
85 Wells Avenue, 2nd Floor
Newton, MA 02459
| Re: | 2013 Stock Incentive Plan |
2013 Employee Stock Purchase Plan
2022 Inducement Stock Incentive Plan
Inducement Stock Option Awards for the Period of August 2021 through January 2022
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 3,965,741 shares (the “Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), of Karyopharm Therapeutics Inc., a Delaware corporation (the “Company”), consisting of (i) 1,939,393 shares of Common Stock issuable under the Company’s 2013 Stock Incentive Plan (the “2013 Stock Incentive Plan”), (ii) 484,848 shares of Common Stock issuable under the Company’s 2013 Employee Stock Purchase Plan (the “ESPP”), (iii) 850,000 shares of Common Stock issuable under the Company’s 2022 Inducement Stock Incentive Plan (the “Inducement Stock Incentive Plan and, together with the 2013 Stock Incentive Plan and the ESPP, the “Plans”) and (iv) 691,500 shares of Common Stock issuable pursuant to nonstatutory stock option agreements 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 By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement 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 Plans or the Inducement Award Agreements, as applicable, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.
