Exhibit 5.1
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| | 200 Clarendon Street Boston, Massachusetts 02116 Tel: +1.617.948.6000 Fax: +1.617.948.6001 www.lw.com |
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October 12, 2023 | | Austin Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid | | Milan Munich New York Orange County Paris Riyadh San Diego San Francisco Seoul Shanghai Silicon Valley Singapore Tel Aviv Tokyo Washington, D.C. |
Cerevel Therapeutics Holdings, Inc.
222 Jacobs Street, Suite 200
Cambridge, MA 02141
| Re: | Registration Statement on Form S-3; Up to 22,687,417 shares of Common Stock, $0.0001 par value per share |
To the addressee set forth above:
We have acted as special counsel to Cerevel Therapeutics Holdings, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 22,687,417 shares (the “Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), including up to 2,959,228 shares of Common Stock issuable upon exercise of the underwriters’ option to purchase additional shares. The Shares are included in a 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 November 8, 2022 (File No. 333-268235) (as amended, the “Registration Statement”), and are being offered pursuant to a base prospectus dated November 18, 2022 (the “Base Prospectus”) and a prospectus supplement dated October 11, 2023, filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). The Shares are being sold pursuant to an underwriting agreement dated October 11, 2023 by and between the Company and Goldman Sachs & Co. LLC, as representative of the several underwriters named in Schedule I thereto (the “Underwriting Agreement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
