Exhibit 5.1
July 19, 2018
Allakos Inc,
75 Shoreway Road, Suite A
San Carlos, California 94070
(650)597-5002
| Re: | Registration Statement on FormS-8 |
Ladies and Gentlemen:
We have examined the Registration Statement on FormS-8 (the “Registration Statement”) to be filed by Allakos Inc., a Delaware corporation, with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of (i) 4,000,000 shares of Common Stock reserved for issuance pursuant to the 2018 Equity Incentive Plan, (ii) 500,000 shares of Common Stock reserved for issuance pursuant to the 2018 Employee Stock Purchase Plan, (iii) 6,606,142 shares of Common Stock which are subject to currently outstanding options under the 2012 Equity Incentive Plan, as amended and (iv) 75,888 shares of restricted Common Stock issued under the 2012 Equity Incentive Plan, as amended (which plans are referred to herein as the “Plans” and which shares of Common Stock are referred to herein as the “Shares”).
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in the manner referred to in the Plans and pursuant to the agreements that accompany the Plans, will be legally and validly issued, fully paid, and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.
| Very truly yours, |
| /s/ Wilson Sonsini Goodrich & Rosati, P.C. |
WILSON SONSINI GOODRICH & ROSATI Professional Corporation |
