Exhibit 5.1
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February 22, 2019 | | 140 Scott Drive |
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Sienna Biopharmaceuticals
30699 Russell Ranch Road Suite 140
Westlake Village, CA 91362
| Re: | FormS-3 Registration Statement FileNo. 333-226595 |
Public Offering of Up to 9,200,000 Shares of Common Stock
of Sienna Biopharmaceuticals, Inc.
Ladies and Gentlemen:
We have acted as special counsel to Sienna Biopharmaceuticals, a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 9,200,000 shares of common stock, $0.0001 par value per share (the “Shares”). The Shares are included in a registration statement on FormS-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on August 3, 2018 (RegistrationNo. 333-226595) (as amended, the “Registration Statement”), a base prospectus included in the Registration Statement (the “Base Prospectus”) and a prospectus supplement dated February 20, 2019 (together with the Base Prospectus, the “Prospectus”), and an underwriting agreement dated February 20, 2019 among you and the representatives of the several Underwriters named in the underwriting agreement (the “Underwriting Agreement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of RegulationS-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.