Exhibit 5.1
Brent D. Fassett
+1 720 566 4025
fassettbd@cooley.com
February 9, 2018
Miragen Therapeutics, Inc.
6200 Lookout Road
Boulder, Colorado 80301
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the offering by Miragen Therapeutics, Inc., a Delaware corporation (the “Company”), of up to 8,050,000 shares (the “Shares”) (including up to 1,050,000 shares that may be sold upon the exercise of an option to purchase additional shares) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to a Registration Statement on FormS-3 (RegistrationNo. 333-217084) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), the related prospectus dated April 25, 2017 (the “Base Prospectus”) and the prospectus supplement dated February 8, 2018, filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”).
In connection with this opinion, we have examined and relied upon the Registration Statement, the Prospectus, the Company’s Certificate of Incorporation, as amended, and Amended and Restated Bylaws, as amended, each as currently in effect, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, the accuracy, completeness and authenticity of certificates of public officials, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold in accordance with the Registration Statement and the related Prospectus, will be validly issued, fully paid and nonassessable.
Cooley LLP 380 Interlocken Crescent Suite 900 Broomfield, CO 80021-8023
t: (720)566-4000 f: (720)566-4099 cooley.com
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We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to a Current Report of the Company on Form8-K to be filed with the Commission for incorporation by reference into the Registration Statement.
Very truly yours,
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| COOLEY LLP |
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| By: | | /s/ Brent D. Fassett |
| | Brent D. Fassett |
Cooley LLP 380 Interlocken Crescent Suite 900 Broomfield, CO 80021-8023
t: (720)566-4000 f: (720)566-4099 cooley.com
