Exhibit 5.1
March 19, 2021
| | |
| Solid Biosciences Inc. | | +1 617 526 6000 (t) |
| 141 Portland Street, 5th Floor | | +1 617 526 5000 (f) |
| Cambridge, MA 02139 | | wilmerhale.com |
| RE: | Prospectus Supplement to Registration Statement on Form S-3 |
Ladies and Gentlemen:
This opinion is furnished to you in connection with (i) the Registration Statement on Form S-3 (File No. 333-230228) (the “Registration Statement”) filed by Solid Biosciences 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 the Company’s common stock, $0.001 par value per share (the “Common Stock”), which may be issued from time to time on a delayed or continuous basis pursuant to Rule 415 under the Securities Act at an indeterminate aggregate initial offering price, as set forth in the Registration Statement, the prospectus contained therein (the “Base Prospectus”) and any amendments or supplements thereto; (ii) the preliminary prospectus supplement, dated March 17, 2021 (the “Preliminary Prospectus Supplement”); and (iii) the prospectus supplement, dated March 18, 2021 (the “Final Prospectus Supplement” and together with the Preliminary Prospectus Supplement, the “Prospectuses”), relating to the issuance and sale pursuant to the Registration Statement of up to 21,739,131 shares of Common Stock, and up to an additional 3,260,869 shares of Common Stock issuable upon exercise of an option to purchase additional shares granted by the Company (collectively, the “Shares”).
The Shares are to be issued and sold by the Company pursuant to the underwriting agreement, dated as of March 18, 2021 (the “Underwriting Agreement”), by and among the Company and the several underwriters named on Schedule 1 thereto, for whom Jefferies LLC, SVB Leerink LLC and Piper Sandler & Co. are acting as representatives, the form of which is filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K, dated March 19, 2021.
We are acting as counsel for the Company in connection with the issue and sale by the Company of the Shares. We have examined and relied upon a signed copy of the Registration Statement and copies of the Base Prospectus and the Prospectuses, each as filed with the Commission. We have also examined and relied upon the Underwriting Agreement, minutes of meetings of the stockholders and the Board of Directors of the Company, including the committees thereof, 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.
Wilmer Cutler Pickering Hale and DorrLLP, 60 State Street, Boston, Massachusetts 02109
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