Exhibit 5.1
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Annexon, Inc.
180 Kimball Way, Suite 200
South San Francisco, California 94080
| Re: | Registration Statement on Form S-8; 6,987,434 shares of Common Stock of Annexon, Inc., par value $0.001 per share |
Ladies and Gentlemen:
We have acted as special counsel to Annexon, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of 6,987,434 shares of common stock of the Company, par value $0.001 per share (the “Shares”), issuable under the Company’s 2011 Equity Incentive Plan, as amended (the “2011 Plan”), 2020 Incentive Award Plan (the “2020 Plan”) and Employee Stock Purchase Plan (together with the 2011 Plan and the 2020 Plan, the “Plans”).
The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on July 24, 2020 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectuses, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.