Exhibit 5.1
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| | One Financial Center Boston, MA 02111 617-542-6000 617-542-2241 fax www.mintz.com | | |
September 19, 2018
G1 Therapeutics, Inc.
79 T.W. Alexander Drive
4501 Research Commons, Suite 100
Research Triangle Park, NC 27709
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Prospectus Supplement, dated September 19, 2018, to a Prospectus dated June 15, 2018 (the “Prospectus and Prospectus Supplement”), filed pursuant to an automatic shelf registration statement on FormS-3ASR, RegistrationNo. 333-225678 (the “Registration Statement”), filed by G1 Therapeutics, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to an aggregate of 3,450,000 shares (the “Shares”) of its common stock, $0.0001 par value per share (the “Common Stock”), which includes 450,000 shares of Common Stock that may be sold pursuant to the exercise of an option to purchase additional shares. The Shares are to be sold pursuant to an Underwriting Agreement (the “Underwriting Agreement”) dated September 18, 2018 by and among the Company and J.P. Morgan Securities, LLC and Cowen and Company, LLC, as representatives of the underwriters listed in Schedule 1 thereto, which will be filed as an exhibit to a Current Report on Form8-K and incorporated by reference into the Registration Statement.
In connection with this opinion, we have examined the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect; the minutes of all pertinent meetings of directors of the Company relating to the Registration Statement, the Prospectus and Prospectus Supplement and the transactions contemplated thereby; such other records of the corporate proceedings of the Company and certificates of the Company’s officers as we have deemed relevant for the purposes of rendering the opinions in this letter; the Registration Statement and the exhibits thereto filed with the Commission; and the Prospectus and Prospectus Supplement.
In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, 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 facsimile copies and the authenticity of the originals of such copies.
Our opinion is limited to the General Corporation Law of the State of Delaware and we do not express any opinion as to the laws of any other jurisdiction other than the United States Federal Laws and the reported judicial decisions interpreting those laws. To the extent that any applicable document is stated to be governed by the laws of another jurisdiction, we have assumed for
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