June 15, 2023
Editas Medicine, Inc.
11 Hurley Street
Cambridge, MA 02141
Ladies and Gentlemen:
This opinion is furnished to you in connection with (i) the Registration Statement on Form S-3 (File No. 333-253715) (the “Registration Statement”) filed by Editas Medicine, Inc., a Delaware corporation (the “Company”), on March 1, 2021 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of, among other things, shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), which may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act at an indeterminate aggregate initial offering price, as set forth in the Registration Statement, the prospectus contained therein (the “Base Prospectus”) and any amendments or supplements thereto; (ii) the preliminary prospectus supplement, dated June 14, 2023 (the “Preliminary Prospectus Supplement”); and (iii) the prospectus supplement, dated June 14, 2023 (the “Final Prospectus Supplement” and together with the Preliminary Prospectus Supplement, the “Prospectuses”), relating to the issuance and sale pursuant to the Registration Statement of up to 12,500,000 shares of Common Stock, and up to an additional 1,875,000 shares of Common Stock issuable upon exercise of an option to purchase additional shares granted by the Company (collectively, the “Shares”).
The Shares are to be offered and sold by the Company pursuant to an underwriting agreement dated June 14, 2023 (the “Underwriting Agreement”), by and among the Company and J.P. Morgan Securities LLC, Cowen and Company LLC and Evercore Group L.L.C. as representatives of the several underwriters named on Schedule 1 thereto, the form of which is being filed with the Commission as Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed on the date hereof.
We are acting as counsel for the Company in connection with the issue and sale by the Company of the Shares. We have examined and relied upon a signed copy of the Registration Statement and copies of the Base Prospectus and the Prospectuses, each as filed with the Commission. We have also examined and relied upon the Underwriting Agreement, minutes of meetings and actions of the stockholders and the Board of Directors of the Company, including the committees thereof, regarding the authorization of the execution and delivery of the Underwriting Agreement and the authorization and issuance of the Shares, as provided to us by the Company, the Certificate of Incorporation and By-Laws of the Company, each as restated