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Exhibit 5.1 | | Stuart M. Falber +1 617 526 6663 (t) +1 617 526 5000 (f) stuart.falber@wilmerhale.com |
July 6, 2021
Trevi Therapeutics, Inc.
195 Church Street, 14th Floor
New Haven, Connecticut 06510
| Re: | 2019 Stock Incentive Plan and 2019 Employee Stock Purchase Plan |
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 927,338 shares of common stock, $0.001 par value per share (the “Shares”), of Trevi Therapeutics, Inc., a Delaware corporation (the “Company”), issuable under the Company’s 2019 Stock Incentive Plan and 2019 Employee Stock Purchase Plan (collectively, the “Plans”).
We have examined the Certificate of Incorporation and Bylaws 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, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.
We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the General Corporation Law of the State of Delaware and the federal laws of the United States of America.
Wilmer Cutler Pickering Hale and DorrLLP, 60 State Street, Boston, Massachussetts 02109
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