+1 617 526 6000 (t) +1 617 526 5000 (f) wilmerhale.com |
March 1, 2021
Editas Medicine, Inc.
11 Hurley Street
Cambridge, MA 02141
Re: | Registration Statement on Form S-8; 2015 Stock Incentive Plan; 2015 Employee Stock Purchase Plan; Inducement Award Agreements (as defined below) |
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to (i) an aggregate of 3,134,440 shares (the “Plan Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), of Editas Medicine, Inc., a Delaware corporation (the “Company”), issuable under the Company’s 2015 Stock Incentive Plan and 2015 Employee Stock Purchase Plan (collectively, the “Plans”), (ii) 120,000 shares of Common Stock (the “Option Shares”) pursuant to an inducement stock option agreement between the Company and Lisa Michaels, M.D., entered into in connection with Dr. Michaels’ commencement of employment with the Company (the “Inducement Option Agreement”) and (iii) 20,000 shares of Common Stock (the “RSU Shares,” and collectively with the Plan Shares and Option Shares, the “Shares”) pursuant to an inducement restricted stock unit agreement between the Company and Dr. Michaels, entered into in connection with Dr. Michaels’ commencement of employment with the Company (collectively with the Inducement Option Agreement, the “Inducement Award Agreements”).
We have examined the Certificate of Incorporation and By-laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plans and the Inducement Award Agreements, as applicable, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.
