Exhibit 5.1
| O L S H A N | 1325 AVENUE OF THE AMERICAS ● NEW YORK, NEW YORK 10019 TELEPHONE: 212.451.2300 ● FACSIMILE: 212.451.2222 |
January 7, 2021
Summit Therapeutics Inc.
One Broadway, 14th Floor
Cambridge, Massachusetts 02142
| Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel to Summit Therapeutics Inc., a Delaware corporation (the “Company”), in connection with the filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-3 (the “Registration Statement”) relating to the registration for resale of 69,333,633 shares in the aggregate (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) held by the selling stockholders named in the Registration Statement. The Shares are comprised of (i) 63,859,111 shares of Common Stock issued and outstanding (the “Issued Shares”) and (ii) 5,474,522 shares of Common Stock issuable upon the exercise of warrants to purchase to Common Stock (the “Warrant Shares”).
This opinion letter is being delivered at the request of the Company and in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
We advise you that we have examined executed originals or copies certified or otherwise identified to our satisfaction of (i) the Registration Statement, (ii) the Company’s Restated Certificate of Incorporation and Amended and Restated Bylaws, each as amended to date, (iii) the Warrant to Purchase Common Stock, in the form attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated September 18, 2020 (the “Investor Warrant”), (iv) the Warrant Agreement, in the form attached as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated September 18, 2020 (the “Consultant Warrant”) and (v) corporate proceedings of the Company, and such other documents, instruments and certificates of officers and representatives of the Company and of public officials, and we have made such examination of law, as we have deemed necessary or appropriate for purposes of the opinion expressed below.
We have assumed for purposes of rendering the opinion set forth herein, without any verification by us, the genuineness of all signatures, the legal capacity of all natural persons to execute and deliver documents, the authenticity and completeness of documents submitted to us as originals and the completeness and conformity with authentic original documents of all documents submitted to us as copies, and that all documents, books and records made available to us by the Company are accurate and complete.
| O L S H A N F R O M E W O L O S K Y L L P | WWW.OLSHANLAW.COM |
January 7, 2021
Page 2
On the basis of the foregoing and in reliance thereon and subject to the assumptions, qualifications and limitations set forth herein, we advise you that in our opinion, (i) the Common Shares are validly issued, fully paid and non-assessable and (ii) the Warrant Shares, when issued pursuant to the terms of and in the manner set forth in the Investor Warrant or Consultant Warrant, as applicable, will be validly issued, fully paid and non-assessable.
We are members of the Bar of the State of New York. We express no opinion as to the effect of any laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the Federal laws of the United States of America, each as in effect on the date hereof.
This opinion speaks only at and as of its date and is based solely on the facts and circumstances known to us at and as of such date. We assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in fact or law that may hereafter occur.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby concede that our firm is within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
| Very truly yours, | |
| /s/ Olshan Frome Wolosky LLP | |
| OLSHAN FROME WOLOSKY LLP |
