Exhibit 5.2
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| | ![LOGO](https://capedge.com/proxy/8-K/0001193125-22-173529/g364213g0614125958388.jpg) | | One Financial Center Boston, MA 02111 617 542 6000 mintz.com |
June 14, 2022
Wave Life Sciences Ltd.
7 Straits View #12-00, Marina One East Tower
Singapore, 018936
Ladies and Gentlemen:
We have acted as U.S. legal counsel to Wave Life Sciences Ltd., a company incorporated under the laws of Singapore (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Prospectus Supplement, dated June 14, 2022 (the “Prospectus Supplement”), to a Registration Statement (File No. 333-263251) on Form S-3 (the “Registration Statement”), filed by the Company with the Commission under the Securities Act of 1933, as amended (the “Securities Act”). The Prospectus Supplement relates to the sale of an aggregate of 25,464,483 ordinary shares, no par value (the “Ordinary Shares”) of the Company (the “Offered Shares”), pre-funded warrants (the “Pre-Funded Warrants”), and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants, the “Warrant Shares”) to purchase up to 7,093,656 Ordinary Shares, to SVB Securities LLC, as representative of the underwriters (the “Underwriters”), pursuant to an Underwriting Agreement dated June 14, 2022 between the Company and the Underwriters (the “Underwriting Agreement”). The Underwriting Agreement will be filed as an exhibit to a Current Report on Form 8-K and incorporated by reference into the Registration Statement. This opinion is being rendered in connection with the filing of the Prospectus Supplement with the Commission. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.
In connection with this opinion, we have examined the Underwriting Agreement, the Pre-Funded Warrants, such other records of the corporate proceedings of the Company and certificates of the Company’s officers as we have deemed relevant, the Prospectus Supplement, and the Registration Statement and the exhibits thereto. We have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such copies, and the truth and correctness of any representations and warranties contained therein.
Members of our firm are admitted to the Bar of the Commonwealth of Massachusetts and the State of New York, and we do not express any opinion other than as to the Pre-Funded Warrants constituting valid and legally binding obligations of the Company under the laws of the State of New York. No opinion is expressed herein with respect to (i) the Offered Shares or the Warrant Shares, (ii) the qualification of the Pre-Funded Warrants under the securities or blue sky laws of any state or any foreign jurisdiction or (iii) the compliance with any federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.
With respect to the Pre-Funded Warrants, we have assumed that, as of each and every time any of the Pre-Funded Warrants are exercised, the Company will have a sufficient number
BOSTON LONDON LOS ANGELES NEW YORK SAN DIEGO SAN FRANCISCO WASHINGTON
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.