Exhibit 5.1
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| | | | Orrick, Herrington & Sutcliffe LLP |
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| | | | The Orrick Building 405 Howard Street |
| | | | San Francisco, CA 94105-2669 |
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| | | | +1-415-773-5700 |
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| | | | orrick.com |
December 18, 2019
Twist Bioscience Corporation
681 Gateway Blvd.
South San Francisco, CA 94080
Re: | Twist Bioscience Corporation – Registration Statement on FormS-3 |
Ladies and Gentlemen:
We have acted as counsel for Twist Bioscience Corporation, a Delaware corporation (the “Company”), in connection with the offering pursuant to which the Company agreed to issue and sell (the “Offering”) shares of the Company’s common stock, par value $0.00001 per share (the “Shares”), having an aggregate offering price of up to $50,000,000, from time to time, through an “at the market” equity offering program, pursuant to a registration statement on FormS-3 (Registration StatementNo. 333-234538) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), the prospectus dated November 6, 2019 (the “Base Prospectus”), and the prospectus supplement dated December 18, 2019, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (the “Prospectus Supplement”). The Base Prospectus and the Prospectus Supplement are collectively referred to as the “Prospectus.” The Shares are to be sold by the Company in the manner described in the Registration Statement and the Prospectus.
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Amended and Restated Certificate of Incorporation of the Company, as amended through the date hereof, (ii) the Amended and Restated Bylaws of the Company, as amended through the date hereof, (iii) certain resolutions of the Board of Directors of the Company relating to the issuance, sale and registration of the Shares, (iv) the Registration Statement, (v) the Prospectus, and (vi) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary or appropriate as a basis for the opinion set forth below.