Exhibit 8.1
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January 6, 2023
+1 617 526 6000 (t)
+1 617 526 5000 (f)
wilmerhale.com
Imara Inc.
1309 Beacon Street, Suite 300, Office 341
Brookline, Massachusetts 02446
Ladies and Gentlemen:
We have acted as counsel to Imara Inc., a Delaware corporation (the “Company”) in connection with the Agreement and Plan of Merger dated as of October 13, 2022 (the “Merger Agreement”), by and among the Company, Iguana Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and Enliven Therapeutics, Inc., a Delaware corporation (“Enliven”).
This opinion is being delivered to you in connection with the filing of a registration statement of the Company on Form S-4 with the Securities and Exchange Commission (as amended and supplemented through the date hereof, the “Registration Statement”), which includes the proxy statement/prospectus relating to the Merger Agreement (as amended and supplemented through the date hereof, the “Proxy Statement/Prospectus”). Except as otherwise provided, capitalized terms not defined herein have the meanings set forth in the Merger Agreement.
In our capacity as counsel to the Company in the Merger, and for purposes of rendering this opinion, we have examined and relied upon (i) the Merger Agreement, (ii) the Registration Statement, (iii) the Proxy Statement/Prospectus, (iv) the tax representation letters delivered to us by the Company, Merger Sub, and Enliven containing certain factual representations relevant to this opinion (the “Representation Letters”), and (v) such other documents as we considered relevant to our analysis, including all of the exhibits, schedules, and attachments to the foregoing documents. In our examination of documents, we have assumed the authenticity of original documents, the accuracy of copies, the genuineness of signatures, and the legal capacity of signatories.
We have assumed that all parties to the Merger Agreement and to any other documents examined by us have acted, and will act, in accordance with the terms of such Merger Agreement and documents and that the Merger will be consummated at the Effective Time, pursuant to the terms and conditions set forth in the Merger Agreement without the waiver or modification of any such terms and conditions. Furthermore, we have assumed that all representations contained in the Merger Agreement, as well as those representations contained in the Representation Letters, are, and at the Effective Time will be, true, correct and complete in all material respects, and that any representation contained in the Representation Letters or made in any of the documents referred to herein “to the knowledge” (or similar qualification) of any person or party
Wilmer Cutler Pickering Hale and DorrLLP, 60 State Street, Boston, Massachusetts 02109
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