Exhibit 5.1
March 3, 2022
| | |
| | +1 617 526 6000 (t) |
| Fulcrum Therapeutics, Inc. | | +1 617 526 5000 (f) |
| 26 Landsdowne Street | | wilmerhale.com |
| Cambridge, Massachusetts 02139 | | |
| RE: | 2022 Inducement Stock Incentive Plan; Inducement Stock Option Award (February 2022) |
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to (i) an aggregate of 1,750,000 shares of common stock, par value $0.001 per share (the “Plan Shares”), of Fulcrum Therapeutics, Inc., a Delaware corporation (the “Company”), issuable under the Company’s 2022 Inducement Stock Incentive Plan (the “Plan”) and (ii) an aggregate of 43,260 shares of Common Stock (together with the Plan Shares, the “Shares”) issuable pursuant to a nonstatutory stock option agreement providing for an inducement stock option grant between the Company and an employee, which was entered into in connection with the entry into such employee’s employment with the Company pursuant to Nasdaq Stock Market Rule 5635(c)(4) (the “Inducement Award Agreement”).
We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan or Inducement Award Agreement, as applicable, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.
We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware and the federal laws of the United States of America.
It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.
