Exhibit 5.1
212-373-3000
212-757-3990
February 27, 2018
vTv Therapeutics Inc.
4170 Mendenhall Oaks Pkwy
High Point, NC 27265
Registration Statement on FormS-3
Ladies and Gentlemen:
We have acted as special counsel to vTv Therapeutics Inc., a Delaware corporation (the “Company”) in connection with the Registration Statement on FormS-3 (the “Registration Statement”) of the Company, filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (the “Rules”). You have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The
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Registration Statement relates to the registration under the Act of shares (the “Shares”) of the Company’s Class A common stock, par value $0.01 per share, that may be offered by the Company.
The Shares are being registered for offering and sale from time to time as provided by Rule 415 under the Act. The aggregate offering price of the Shares to be offered by the Company will not exceed $250,000,000.
In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the Registration Statement.
In addition, we have examined (i) such corporate records of the Company that we have considered appropriate, including a copy of the certificate of incorporation, as amended, andby-laws, as amended, of the Company, certified by the Company as in effect on the date of this letter and copies of resolutions of the board of directors of the Company relating to the issuance of the Shares, certified by the Company and (ii) such other certificates, agreements and documents that we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon certificates of public officials and the officers of the Company.
In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete.
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Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that, upon due authorization by the Company of the issuance and sale of the Shares, such Shares will be validly issued, fully paid andnon-assessable.
The opinion expressed above is limited to the General Corporation Law of the State of Delaware. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect.
We hereby consent to use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” contained in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules.
| Very truly yours, |
| /s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP |
| PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP |
