Exhibit 5.1
April 19, 2022
Inozyme Pharma, Inc.
321 Summer Street, Suite 400
Boston, Massachusetts 02210
Registration Statement on Form S-3 (File No. 333-258702)
Ladies and Gentlemen:
This opinion is furnished to you in connection with (i) the above-referenced registration statement (the “Registration Statement”) on Form S-3 (filed by Inozyme Pharma, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of, among other things, shares of Common Stock, $0.0001 par value per share, of the Company (the “Common Stock”), and warrants to purchase shares of Common Stock, and (ii) the prospectus supplement, dated April 14, 2022 (the “Prospectus Supplement” and, together with the prospectus contained in the Registration Statement, the “Prospectus”), relating to the issuance and sale by the Company pursuant to the Registration Statement of up to 16,276,987 shares of Common Stock (the “Shares”) and pre-funded warrants (the “Warrants”) to purchase up to an aggregate of 3,523,013 shares of Common Stock (the “Warrant Shares”). The Shares and the Warrants are collectively referred to herein as the “Securities.”
The Securities are to be offered and sold by the Company pursuant to an underwriting agreement, dated April 14, 2022 (the “Underwriting Agreement”), entered into by and among the Company and Jefferies LLC and Cowen and Company, LLC, as representatives of the several underwriters named in the Underwriting Agreement, which is being filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed on the date hereof.
We are acting as counsel for the Company in connection with the issue and sale by the Company of the Securities. We have examined and relied upon signed copies of the Registration Statement as filed with the Commission. We have also examined and relied upon the Underwriting Agreement, the form of Warrant, minutes of meetings and actions of the stockholders and the Board of Directors of the Company as provided to us by the Company, the Certificate of Incorporation and Bylaws of the Company, each as restated and/or amended to date, and such other documents as we have deemed necessary for purposes of rendering the opinions hereinafter set forth.
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 copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents.
Our opinions set forth below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, fraudulent conveyance or similar laws relating to or affecting the rights or remedies of creditors generally, (ii) statutory or decisional law concerning recourse by creditors to security in the absence of notice or hearing, (iii) duties and standards imposed on creditors and parties to contracts, including, without limitation, requirements of good faith, reasonableness and fair dealing, and (iv) general equitable principles. We express no opinion as to the availability of any equitable or specific remedy upon any breach of any of the agreements as to which we are opining herein, or any of the agreements, documents or obligations referred to therein, or to the successful assertion of any equitable defenses, inasmuch as the availability of such remedies or the success of any equitable defense may be subject to the discretion of a court.