Exhibit 5.1
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| | Goodwin Procter LLP 100 Northern Avenue
Boston, MA 02210 goodwinlaw.com +1 617 570 1000 |
May 31, 2023
TScan Therapeutics, Inc.
830 Winter Street
Waltham, Massachusetts 02451
Re: Securities Registered under Registration Statement on Form S-3
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3 (File No. 333-268260) (as amended or supplemented, the “Registration Statement”) filed on November 9, 2022 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offer by TScan Therapeutics, Inc., a Delaware corporation (the “Company”), of up to $250,000,000 of any combination of securities of the types specified therein. The Registration Statement was declared effective by the Commission on May 16, 2023. Reference is made to our opinion letter dated November 9, 2022 and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the prospectus supplement (the “Prospectus Supplement”) filed on May 30, 2023 by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company of (i) up to an aggregate of 33,489,474 shares (the “Shares”) of the Company’s voting common stock, par value $0.0001 per share (the “Voting Common Stock”), and (ii) pre-funded warrants to purchase up to 47,010,526 shares (the “Pre-Funded Warrant Shares”) of Voting Common Stock of the Company (the “Pre-Funded Warrants”, and together with the Shares and the Pre-Funded Warrant Shares, the “Securities”), covered by the Registration Statement. The Shares include an over-allotment option granted to the underwriters of the offering to purchase 10,500,000 shares of Voting Common Stock. The Securities are being sold to the several underwriters named in, and pursuant to, an underwriting agreement among the Company and such underwriters (the “Underwriting Agreement”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company
The opinion set forth below is limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that:
1. The Shares have been duly authorized and, when delivered and paid for in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and non-assessable.
