Exhibit 5.1
| | | | |
 | | | | Wilson Sonsini Goodrich & Rosati
Professional Corporation 650 Page Mill Road
Palo Alto, California 94304-1050 O: 650.493.9300
F: 650.493.6811 |
December 21, 2022
ORIC Pharmaceuticals, Inc.
240 E. Grand Avenue, 2nd Floor
South San Francisco, CA 94080
| | Re: | Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel to ORIC Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with the registration of the offer and sale by the Company of 5,376,344 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share, pursuant to the Company’s shelf Registration Statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 6, 2021 (Registration No. 333-255833) (as so filed and as amended on March 22, 2022 and declared effective as of April 27, 2022, the “Registration Statement”).
The offering and sale of the Shares are being made pursuant to the Securities Purchase Agreement, dated as of December 21, 2022, by and between the Company and Pfizer Inc. (the “Purchase Agreement”).
We have examined copies of the Purchase Agreement, the Registration Statement, the base prospectus that forms a part thereof and the prospectus supplement thereto related to the offering of the Shares, which prospectus supplement is dated as of the date hereof and was filed by the Company in accordance with Rule 424(b) promulgated under the Act. We have also examined instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed.
In such examination, we have assumed (i) the authenticity of original documents and the genuineness of all signatures, (ii) the conformity to the originals of all documents submitted to us as copies, and (iii) the truth, accuracy, and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.
Based on and subject to the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and delivered by the Company against payment therefor in accordance with the terms of the Purchase Agreement, will be validly issued, fully paid and nonassessable.
We express no opinion as to the laws of any other jurisdiction other than the federal laws of the United States of America and the General Corporation Law of the State of Delaware.
AUSTIN BEIJING BOSTON BOULDER BRUSSELS HONG KONG LONDON LOS ANGELES NEW YORK PALO ALTO
SALT LAKE CITY SAN DIEGO SAN FRANCISCO SEATTLE SHANGHAI WASHINGTON, DC WILMINGTON, DE
