Exhibit 5.1
March 10, 2023
Viridian Therapeutics, Inc.
221 Crescent Street, Suite 401
Waltham, MA 02453
| Re: | Proposed Offering of up to 413,059 Shares of Common Stock Pursuant to the Viridian Therapeutics, Inc. 2016 Employee Stock Purchase Plan and up to 2,339,000 Shares of Common Stock Pursuant to Stock Option Inducement Awards and Restricted Stock Unit Inducement Award |
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the “Registration Statement”), of Viridian Therapeutics, Inc., a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to (i) 413,059 shares of the Company’s Common Stock, par value $0.01 per share (the “2016 ESPP Shares”), available for issuance pursuant to the Viridian Therapeutics, Inc. 2016 Employee Stock Purchase Plan (the “2016 ESPP Plan”) and (ii) 2,339,000 shares of the Company’s Common Stock, par value $0.01 per share (the “Inducement Award Shares” and, together with the 2016 ESPP Shares, the “Shares”), available for issuance pursuant to Stock Option Inducement Award Agreements entered into by the Company and each of Marc Booker, Thomas Ciulla, Matthew Fearer, Felix Geissler, Jennifer Helfer, Mark Howansky, Todd James, Erik Kupperman, Oluwaseun Matthew, Cathy Michalsky, Scott Myers, Shula Pollard, Kinsuk Shah, Valerie Smith, Wenzhuo Wang and Elizabeth Web and a Restricted Stock Unit Inducement Award Agreement entered into by the Company and Scott Myers in connection with their respective commencement of employment with the Company (the “Inducement Award Agreements”, and together with the 2016 ESPP Plan, the “Plans”).
In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Plans and such other documents, corporate records of the Company, certificates of officers of the Company and of public officials and other documents as we have deemed necessary or advisable to enable us to render this opinion. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies. We have also assumed that there are no agreements or understandings between or among the Company and any participants in the Plans that would expand, modify or otherwise affect the terms of the Plans or the respective rights or obligations of the participants thereunder. Finally, we have assumed the accuracy of all other information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below.
