Ascendis Pharma A/S (ASND) 6-K Current report (foreign)

Exhibit 5.1

	Mazanti-Andersen	Amaliegade 10
	Advokatpartnerselskab	DK-1256 København K
	VAT: DK35892052	+45 3314 3536
	www.mazanti.dk	Klosterbakken 12
		DK-5000 Odense C
		+45 6314 1414

Ascendis Pharma A/S

Tuborg Boulevard 12

DK-2900 Hellerup

Denmark

23.9.2024 Ref. 66766 ID 37	Re. Registration with the U.S. Securities and Exchange Commission of American Depositary Shares representing ordinary shares in the share capital of the Issuer
Lars Lüthjohan Jensen Attorney-at-law D: +45 3319 3749	1.	INTRODUCTION
M: +45 4028 3536 llj@mazanti.dk	1.1	I act as Danish legal adviser to the Issuer in connection with the (i) issuance and sale of an aggregate of 2,000,000 American Depositary Shares, each representing an ordinary share of the Issuer, nominal value DKK 1 each (each an “ADS” and together the “Initial Shares”), and (ii) at the option of the Underwriters party to the Underwriting Agreement, the issuance and sale of up to an additional 300,000 ADSs, if any (the “Option Shares” and together with the Initial Shares, the “Registration Shares”). The Registration Shares are included in the Registration Statements, a base prospectus dated September 18, 2024 (the “Base Prospectus”) and a prospectus supplement dated September 19, 2024 (together with the Base Prospectus, the “Prospectus”) and the Underwriting Agreement. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statements or the Prospectus, other than as expressly stated herein with respect to the issue of the Registration Shares. Certain terms used in this opinion are defined in Annex 1 (Definitions).
	2.	DANISH LAW
	2.1	This opinion is limited to Danish law in effect on the date of this opinion and we express no opinion with regard to the laws of any other jurisdiction. The opinion (including all terms used in it) is in all respects to be construed in accordance with Danish law. This opinion does not include an assessment or opinion as to whether the Registration Shares have been subscribed at market price in accordance with the Danish Companies Act.

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3.	SCOPE OF INQUIRY
3.1	For the purpose of this opinion, I have examined, and relied upon the accuracy of the factual statements and compliance with the undertakings in, the following documents:
3.1.1	A copy of the Registration Statements.
3.1.2	A copy of:
(a)   the Issuer’s deed of incorporation and articles of association as in effect on today’s date;
(b)   a compiled online summary from the Danish Business Authority dated as of today’s date; and
(c)   the Owners’ Register.
3.2	A copy of:
(a)   the Board Resolutions; and
(b)   the form of the Underwriting Agreement.
3.3	In addition, I have examined such documents, and performed such other investigations, as I consider necessary for the purpose of this opinion. My examination has been limited to the text of the documents. With your consent I have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. Further, we have in rendering this opinion assumed that the information contained in the online summary dated today from the Danish Business Authority concerning the Company being accurate, complete and updated.

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4.	OPINION
4.1	Based on the documents and investigations referred to in paragraph 3, I am of the following opinion:
	Upon
	1.  issuance of the Registration Shares against full payment therefor in the circumstances contemplated by the Underwriting Agreement,
	2.  registration of the Board of Directors’ resolutions to increase the share capital with the Danish Business Authority, and
	3.  the due entry into the Owners’ Register of the Registration Shares by the Company’s share registrar,
	the Registration Shares will have been validly issued and will be fully paid and nonassessable. Nonassessable shall in this context mean, in relation to a share, that the issuer of the share has no right to require the holder of the share to pay to the issuer any amount (in addition to the amount required for the share to be fully paid) solely as a result of his shareholding.
5.	RELIANCE
5.1	This opinion is for your benefit in connection with the Registration Statements and the Prospectus and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. It may not be supplied, and its contents or existence may not be disclosed, to any person other than as an exhibit to the Issuer’s Report on Form 6-K filed with the SEC on September 23, 2024 (the “Form 6-K”) and may not be relied upon for any purpose other than the Registration.
5.2	Any and all liability and other matters relating to this opinion shall be governed exclusively by Danish law and the Danish courts shall have exclusive jurisdiction to settle any dispute relating to this opinion.
5.3	We advise you that we are not assuming any obligation to notify you of any changes in this opinion as a result of any facts or circumstances that may come to our attention in the future or as a result of any changes in laws which may hereafter occur.

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5.4	The Issuer may:
	(a)   file this opinion as an exhibit to the Issuer’s Report on Form 6-K; and
	(b)   refer to Mazanti-Andersen Law Firm giving this opinion under the heading “Validity of the securities” in the Prospectus.
5.5	The previous sentence is no admittance from me (or Mazanti-Andersen Law Firm) that I am (or Mazanti-Andersen Law Firm is) in the category of persons whose consent for the filing and reference in that paragraph is required under Section 7 of the Securities Act or any rules or regulations of the SEC promulgated under it.

Yours sincerely,

/s/ Lars Lüthjohan

Lars Lüthjohan

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Annex 1 – Definitions

In this opinion:

“Board Resolutions” means (a) a written consent of the Board of Directors authorizing the preparation and filing of the Registration Statements, and authorizing and approving the Offering and (ii) a written consent of the Board of Directors including resolutions setting the number of ADSs, price, underwriting fees and commissions, number of potential Option Shares and certain other terms for the sale by the Issuer of the ADSs, set forth in the Underwriting Agreement and approving the Underwriting Agreement.

“Danish law” means the law directly applicable in Denmark.

“Issuer” means Ascendis Pharma A/S, with corporate seat in Gentofte, Denmark.

“Offering” means the issuance and sale of the Issuer’s ADSs pursuant to the Underwriting Agreement.

“Owners’ Register” means the Issuer’s owners’ register.

“Registration” means the registration of the Registration Shares with the SEC under the Securities Act.

“Registration Statements” means the registration statement on Form F-3 (Registration No. 333-282196)) in relation to the Registration initially filed with the SEC on September 18, 2024 (excluding any documents incorporated by reference in either registration statement and any exhibits to either registration statement).

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Underwriting Agreement” means the underwriting agreement dated September 19, 2024 among J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, Evercore Group L.L.C. and Goldman Sachs & Co. LLC, as representative of the several underwriters named in the underwriting agreement, and the Issuer.

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