Exhibit 5.2
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| | | | Goodwin Procter LLP 100 Northern Avenue
Boston, MA 02210 goodwinlaw.com +1 617 570 1000 |
March 30, 2022
Orchard Therapeutics plc
108 Cannon Street
London, EC4N 6EU
United Kingdom
Re: Securities Being Registered under Registration Statement on Form S-3
We have acted as U.S. counsel to you in connection with your filing of a Post-Effective Amendment No. 2 (the “Amendment”) to the Registration Statement on Form S-3 (as amended or supplemented, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), which pursuant to the Amendment relates to the registration by Orchard Therapeutics plc, a public limited company organized under the laws of England and Wales (the “Company”), of up to $200,000,000 of any combination of (i) ordinary shares, nominal value £0.10 per share (the “Ordinary Shares”) of the Company, which may be represented by American Depositary Shares (“American Depositary Shares”), (ii) debt securities of the Company, which may be either senior debt securities or subordinated debt securities (“Debt Securities”), (iii) warrants to purchase Ordinary Shares, ordinary shares represented by American Depositary Shares or Debt Securities (“Warrants”) and (iv) units comprised of Ordinary Shares, ordinary shares represented by American Depositary Shares, Debt Securities and Warrants in any combination (“Units”). The American Depositary Shares, Debt Securities, Warrants to purchase ordinary shares represented by American Depositary Shares or Debt Securities and Units comprised of American Depositary Shares, Debt Securities or Warrants, are sometimes referred to collectively herein as the “Securities.” Pursuant to the Amendment, up to $200,000,000 of the Securities may be issued in an unspecified number (with respect to American Depositary Shares, Warrants and Units) or in an unspecified principal amount (with respect to Debt Securities). The Registration Statement provides that the Securities may be offered separately or together, in separate series, in amounts, at prices and on terms to be set forth in one or more prospectus supplements (each a “Prospectus Supplement”) to the prospectus contained in the Registration Statement.
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.
The opinions set forth below are limited to the law of New York.
For purposes of the opinions set forth below, without limiting any other exceptions or qualifications set forth herein, we have assumed that (i) each of the Debt Securities, Warrants and Units, and the indentures, warrant agreements, unit agreements and other agreements governing Securities offered pursuant to the Registration Statement will be governed by the internal law of New York and (ii) after the issuance of any Securities offered pursuant to the Registration Statement, the total number of Ordinary Shares, together with the total number of Ordinary Shares issuable in exchange for American Depositary Shares, upon the exercise, exchange, conversion or settlement, as the case may be, of any exercisable, exchangeable or convertible security (including without limitation any Warrants, Debt Securities or Units), as the case may be, then outstanding, will not exceed the total number of authorized Ordinary Shares available for issuance under the Company’s articles of association as then in effect.
