Exhibit 5.1
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IDEAYA Biosciences, Inc.
7000 Shoreline Court, Suite 350
South San Francisco, California 94608
| Re: | Registration StatementNo. 333-238849 on FormS-3; |
Up to 7,666,667 Shares of Common Stock, par value $0.0001 per share
Ladies and Gentlemen:
We have acted as special counsel to IDEAYA Biosciences, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 7,666,667 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 June 1, 2020 (RegistrationNo. 333-238849) (as so filed and as amended, the “Registration Statement”), a base prospectus dated June 10, 2020 (the “Base Prospectus”) and a prospectus supplement dated June 17, 2020 (together with the Base Prospectus, the “Prospectus”), and an underwriting agreement dated June 17, 2020, by and among J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Jefferies LLC, as representatives of the several underwriters named in the underwriting agreement, and the Company (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 the 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.