Exhibit 5.1
Brent B. Siler
+1 202 728 7040
bsiler@cooley.com
January 22, 2021
Aclaris Therapeutics, Inc.
640 Lee Road, Suite 200
Wayne, Pennsylvania 19087
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the offering by Aclaris Therapeutics, Inc., a Delaware corporation (the “Company”), of up to 6,306,271 shares of its common stock, par value $0.00001 per share (the “Shares”), including up to 822,557 Shares that may be sold pursuant to the exercise of an option to purchase additional Shares, pursuant to a Registration Statement on Form S-3 (Registration Statement No. 333-237163) (the “Initial Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), the Registration Statement on Form S-3 (File No. 333-252246) filed with the Commission pursuant to Rule 462(b) under the Act (together with the Initial Registration Statement, the “Registration Statements”), the prospectus included in the Initial Registration Statement (the “Base Prospectus”), and the prospectus supplement, dated January 20, 2021, related to the Shares filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”).
In connection with this opinion, we have examined and relied upon the Registration Statements, the Prospectus, the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, and originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion herein is expressed solely 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.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Registration Statements and the Prospectus, will be validly issued, fully paid and nonassessable.
Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein.
COOLEY LLP 1299 PENNSYLVANIA AVENUE, NW, SUITE 700 WASHINGTON, DC 20004-2400
T: (202) 842-7800 F: (202) 842-7899 COOLEY.COM
Aclaris Therapeutics, Inc.
January 22, 2021
Page Two
We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed with the Commission for incorporation by reference into the Registration Statements.
Sincerely,
| Cooley LLP | ||
| By: | /s/ Brent B. Siler | |
| Brent B. Siler | ||
COOLEY LLP 1299 PENNSYLVANIA AVENUE, NW, SUITE 700 WASHINGTON, DC 20004-2400
T: (202) 842-7800 F: (202) 842-7899 COOLEY.COM