Exhibit 5.1
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 | | 425 MARKET STREET
SAN FRANCISCO
CALIFORNIA 94105-2482 TELEPHONE: 415.268.7000 FACSIMILE: 415.268.7522 WWW.MOFO.COM | | MORRISON &FOERSTERLLP BEIJING,BERLIN,BOSTON,
BRUSSELS,DENVER,HONGKONG,
LONDON,LOSANGELES,NEWYORK,
NORTHERNVIRGINIA,PALOALTO,
SANDIEGO,SANFRANCISCO,SHANGHAI,
SINGAPORE,TOKYO,WASHINGTON,D.C. |
December 31, 2020
Krystal Biotech, Inc.
2100 Wharton Street, Suite 701
Pittsburgh, Pennsylvania 15203
Ladies and Gentlemen:
We are acting as counsel to Krystal Biotech, Inc., a Delaware corporation (the “Company”), in connection with its effective Registration Statement on Form S-3 (File No. 333-237983) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), which became effective upon filing on May 4, 2020, the related prospectus included therein (the “Prospectus”), and the prospectus supplement filed with the Commission pursuant to Rule 424(b)(5) promulgated under the Act (the “Prospectus Supplement”). This opinion is rendered in connection with the proposed issuance and sale by the Company through Cowen and Company LLC (“Cowen”) as the sales agent, from time to time during the term of that certain Sales Agreement, dated December 31, 2020 (the “Sales Agreement”), between the Company and Cowen, of shares (the “Placement Shares”) of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), having an aggregate offering price of up to $150,000,000, pursuant to the terms of the Sales Agreement, as described in the Prospectus Supplement.
As counsel for the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion and we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.
This opinion letter is based as to matters of law solely on the General Corporation Law of the State of Delaware as currently in effect. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations.
Based upon, subject to and limited by the foregoing, we are of the opinion that the Shares have been duly and validly authorized and upon issuance, delivery and payment therefor in the manner contemplated by the Registration Statement, the Prospectus and the Prospectus Supplement, will be legally issued, fully paid and nonassessable.
