Exhibit 5.1
April 16, 2020
Aeglea BioTherapeutics, Inc.
901 S. MoPac Expressway
Barton Oaks Plaza Suite 250
Austin, TX 78746
Gentlemen/Ladies:
We deliver this opinion with respect to certain matters in connection with the offering by Aeglea BioTherapeutics, Inc., a Delaware corporation (the “Company”), of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), with an aggregate maximum offering price of up to $60,000,000 (the “Placement Shares”), to be issued from time to time pursuant to that certain At the Market Offering Agreement (the “Offering Agreement”), dated as of even date herewith, between the Company and JonesTrading Institutional Services LLC. The Placement Shares were registered pursuant to the Registration Statement on FormS-3 (FileNo. 333-228967) filed by the Company with the Securities and Exchange Commission (the “Commission”) on December 21, 2018 and declared effective on February 13, 2019 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “SecuritiesAct”), the base prospectus dated February 13, 2019 included therein (the “Base Prospectus”), and the related prospectus supplement dated April 16, 2020 filed with the Commission pursuant to Rule 424(b) under the Securities Act (the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”). The offering of the Placement Shares is referred to herein as the “Offering.” The Placement Shares are to be sold by the Company as described in the Registration Statement, the Prospectus and the Offering Agreement.
In connection with our opinion expressed below, we have examined originals or copies of the Company’s Restated Certificate of Incorporation (the “Certificate”) and Amended and Restated Bylaws (the “Bylaws” and, together with the Certificate, as each may be amended, modified or restated, the “Charter Documents”), certain corporate proceedings of the Company’s board of directors (the “Board”) and stockholders relating to the Registration Statement, the Charter Documents, and such other agreements, documents, certificates and statements of the Company, its transfer agent and public or government officials, as we have deemed advisable, and have examined such questions of law as we have considered necessary. We have assumed, and express no opinion as to, the genuineness of all signatures on documents submitted to us, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the absence of any undisclosed termination, modification, waiver or amendment to any document reviewed by us, the absence of any other extrinsic agreements or documents that might change or affect the interpretation or terms of documents we have reviewed, and the due authorization, execution and delivery of all such documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof. In giving our opinion, we have also relied upon a good standing certificate regarding the Company issued by the Delaware Secretary of State dated April 16, 2020 and a management certificate addressed to us and dated of even date herewith executed by the Company containing certain factual representations (the “Management Certificate”).
As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and the Management Certificate and have assumed the current accuracy and completeness of the information obtained from the documents referred to above and the representations and warranties made by representatives of the Company to us, including but not limited to those set forth in the Management Certificate. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence ornon-existence of any other factual matters.
