Exhibit 5.1
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March 7, 2019 | | +1 617 526 6000 (t) +1 617 526 5000 (f) |
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”) and shares of the Company’s preferred stock, $0.0001 par value per share, 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 March 6, 2019 (the “Common Stock Prospectus Supplement” and, together with the Base Prospectus, the “Common Stock Prospectus”) relating to the issuance and sale pursuant to the Registration Statement of up to 10,000,000 shares of Common Stock, including up to 1,500,000 shares of Common Stock issuable upon exercise of an option to purchase additional shares granted by the Company (the “Common Shares”), and (iii) the prospectus supplement, dated March 2, 2019 (the “Series A Preferred Stock Prospectus Supplement” and, together with the Base Prospectus, the “Series A Preferred Stock Prospectus”) relating to the issuance and sale pursuant to the Registration Statement of up to 304,348 shares, including up to 45,652 shares issuable upon exercise of an option to purchase additional shares granted by the Company, of a series of Preferred Stock of the Company designated as the Series A Convertible Preferred Stock (the “Series A Preferred Shares”) and shares of Common Stock issuable upon conversion of the Series A Preferred Shares. The Common Shares together with the Series A Preferred Shares are referred herein as the “Shares”.
The Common Shares are to be issued and sold by the Company pursuant to an underwriting agreement dated March 6, 2019 (the “Common Underwriting Agreement”) by and among the Company and Jefferies LLC, Citigroup Global Markets Inc. and Cowen and Company, LLC, as representatives of the underwriters named in the Common 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. The Series A Preferred Shares are to be issued and sold by the Company pursuant to an underwriting agreement dated March 6, 2019 (the “Preferred Underwriting Agreement”) by and among the Company and Jefferies LLC, Citigroup Global Markets Inc. and Cowen and Company, LLC, as representatives of the underwriters named in the Preferred Underwriting Agreement, the form of which is being filed with the Commission as Exhibit 1.2 to the Company’s Current Report on Form8-K, filed on the date hereof.
Wilmer Cutler Pickering Hale and DorrLLP, 60 State Street, Boston, Massachusetts 02109
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