Exhibit 5.1
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 | | Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 O: 650.493.9300 F: 650.493.6811 |
January 27, 2022
Applied Molecular Transport Inc.
450 East Jamie Court
South San Francisco, California 94080
| Re: | Applied Molecular Transport Inc. – “At the Market” Sale and Issuance of up to $150,000,000 in Shares of Common Stock |
Ladies and Gentlemen:
This opinion is furnished to you in connection with the Registration Statement on Form S-3 (the “Registration Statement”), filed by Applied Molecular Transport Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) on July 1, 2021 pursuant to Rule 462(e) of the Securities Act of 1933, as amended (“Securities Act”), the prospectus contained within the registration statement (the “Prospectus”) and the prospectus supplement to the Registration Statement dated January 27, 2022 (the “Prospectus Supplement”) in connection with the registration under the Securities Act of up to $150,000,000 in shares of the Company’s common stock, $0.0001 par value per share (the “Shares”), to be issued and sold by the Company. We understand that the Company has agreed to issue and sell the Shares from time to time through SVB Leerink LLC and JMP Securities LLC, as sales agents (the “Agents”) pursuant to a sales agreement by and among the Company and the Agents (the “Sales Agreement”).
We are acting as counsel for the Company in connection with the issuance and sale of the Shares by the Company. In such capacity, 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. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies, the authenticity of the originals of such documents and the legal competence of all signatories to such documents.
We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware (including the statutory provisions and all applicable judicial decisions interpreting those laws) and the federal laws of the United States of America.
Based upon the foregoing, we are of the opinion that the Shares to be issued and sold by the Company have been duly authorized and, when such Shares are issued and paid for in accordance with the terms of the Sales Agreement, will be validly issued, fully paid and nonassessable.
AUSTIN BEIJING BOSTON BRUSSELS HONGKONG LONDON LOSANGELES NEWYORK PALOALTO
SANDIEGO SANFRANCISCO SEATTLE SHANGHAI WASHINGTON,DC WILMINGTON,DE
