Exhibit 5.1
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| |  | | One Financial Center Boston, MA 02111 617 542 6000 mintz.com |
April 17, 2024
Intra-Cellular Therapies, Inc.
430 East 29th Street
New York, New York 10016
Ladies and Gentlemen:
We have acted as legal counsel to Intra-Cellular Therapies, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a prospectus supplement, dated April 17, 2024 (the “Prospectus Supplement”), to a prospectus dated April 16, 2024 (the “Prospectus”), filed pursuant to a Registration Statement (File No. 333- 278726) on Form S-3 (the “Registration Statement”), filed by the Company with the Commission under the Securities Act of 1933, as amended (the “Securities Act”). The Prospectus Supplement relates to the sale of an aggregate of 7,876,713 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), including 1,027,397 shares that may be sold pursuant to the underwriters’ option to purchase additional shares of Common Stock, to J.P. Morgan Securities LLC, Leerink Partners LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the underwriters (the “Underwriters”), pursuant to an Underwriting Agreement dated April 17, 2024 between the Company and the Underwriters (the “Underwriting Agreement”). The Underwriting Agreement will be filed as an exhibit to a Current Report on Form 8-K and incorporated by reference into the Registration Statement. This opinion is being rendered in connection with the filing of the Prospectus Supplement with the Commission. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.
In connection with this opinion, we have examined the Company’s Restated Certificate of Incorporation, as amended, and Restated Bylaws, each as currently in effect, the Registration Statement and the exhibits thereto, the Prospectus, the Prospectus Supplement and the Underwriting Agreement and such other records of the corporate proceedings of the Company and certificates of the Company’s officers as we have deemed relevant.
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, the authenticity of the originals of such copies. and the truth and correctness of any representations and warranties contained therein.
Our opinion expressed herein is limited to the General Corporation Law of the State of Delaware and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
Based upon the foregoing, and subject to the limitations set forth below, we are of the opinion that the Shares, when issued and sold in accordance with the Underwriting Agreement and the Prospectus Supplement, will be duly and validly issued, fully paid and non-assessable.
