Exhibit 5.1
| | | | |
| | | | Seaport West 155 Seaport Boulevard
Boston, MA 02210-2600 617 832 1000main 617 832 7000fax |
November 22, 2019
Organogenesis Holdings Inc.
85 Dan Road
Canton, Massachusetts 02021
Re: Registration Statement on FormS-3
Ladies and Gentlemen:
We are counsel to Organogenesis Holdings Inc., a Delaware corporation (the “Company”), and are providing this opinion in connection with the offer and sale of up to 10,350,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share, pursuant to the Company’s prospectus dated September 23, 2019 and filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), and the Company’s prospectus supplement dated November 21, 2019 and filed with the Commission pursuant to Rule 424(b) under the Securities Act (together, the “Prospectus”), both of which form part of the Company’s Registration Statement on FormS-3 (RegistrationNo. 333-233621) initially filed with the Commission on September 4, 2019 (as amended, the “Registration Statement”).
We are familiar with the proceedings of the Board of Directors of the Company on August 6, 2019 and November 8, 2019 and its Pricing Committee on November 21, 2019 in connection with the authorization, issuance and sale of the Shares. We have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. 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. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.
The opinion expressed below is limited to the General Corporation Law of the State of Delaware.
On the basis of the foregoing, it is our opinion that, as of the date hereof, the Shares have been duly authorized and, when issued and delivered by the Company against payment therefor as set forth in the Prospectus, will be validly issued, fully paid andnon-assessable.
