Exhibit 5.1
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October 3, 2018 | | +1 617 526 6000 (t) |
| | +1 617 526 5000 (f) |
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Epizyme, Inc.
400 Technology Square
Cambridge, Massachusetts 02139
Re: | Registration Statement on FormS-3 |
Ladies and Gentlemen:
This opinion is being furnished to you in connection with (i) the Registration Statement on FormS-3 (FileNo. 333-224159) (the “Registration Statement”) filed by Epizyme, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) for the purpose of registering with the Commission under the Securities Act of 1933, as amended (the “Securities Act”), among other things, shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), which may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act for an indeterminate initial offering price as set forth in the Registration Statement and the prospectus contained therein (the “Base Prospectus”) and (ii) the prospectus supplement, dated October 2, 2018 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) relating to the issuance and sale pursuant to the Registration Statement of up to 9,583,334 shares of Common Stock, including up to 1,250,000 shares issuable upon exercise of an option to purchase additional shares granted by the Company (the “Shares”).
The Shares are to be issued and sold by the Company pursuant to an underwriting agreement dated October 2, 2018 (the “Underwriting Agreement”) by and between the Company and Jefferies LLC, as representative of the underwriter named in the Underwriting Agreement, the form of which is being filed with the Commission as Exhibit 1.1 to the Company’s Current Report on Form8-K, filed on the date hereof.
We are acting as counsel for the Company in connection with the issue and sale by the Company of the Shares. We have examined signed copies of the Registration Statement and the Prospectus as filed with the Commission. We have also examined and relied upon the Underwriting Agreement, minutes of meetings and actions of the stockholders and the Board of Directors of the Company as provided to us by the Company, stock record books of the Company as provided to us by the Company, the Certificate of Incorporation andBy-laws of the Company, each as restated and/or amended to date, and such other documents as we have deemed necessary for purposes of rendering the opinions hereinafter set forth.
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 copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents.
We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.