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 |
October 4, 2023
ALX Oncology Holdings Inc.
323 Allerton Avenue
South San Francisco, California 94080
| | Re: | Follow-On Public Offering of ALX Oncology Holdings Inc. |
Ladies and Gentlemen:
We have acted as counsel to ALX Oncology Holdings Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company with the Securities and Exchange Commission (the “Commission”) on March 25, 2022 of a Registration Statement on Form S-3 (Registration No. 333- 263863), as amended on May 13, 2022, under the Securities Act of 1933, as amended, and declared effective on May 25, 2022 (the “Registration Statement”), the prospectus contained within the Registration Statement (the “Base Prospectus”), and the prospectus supplement to the Registration Statement dated October 4, 2023 (the “Prospectus Supplement”) and together with the Base Prospectus, the “Prospectus”).
The Prospectus Supplement relates to the offering of the Company of up to 7,370,690 shares of the Company’s common stock, $0.001 par value per share (the “Shares”), including up to 1,293,103 shares that may be sold pursuant to exercise of an option to purchase additional shares granted to the underwriters, and pre-funded warrants (the “Warrants”) to purchase up to an aggregate of 1,250,000 shares of the Company’s common stock (the “Warrant Shares”). The offering of the Shares and the Warrants is being made pursuant to that certain underwriting agreement, dated October 4, 2023, by and among the Company and Piper Sandler & Co. and Cantor Fitzgerald & Co., as representatives of the several underwriters named therein (the “Underwriting Agreement”).
We have examined copies of the Registration Statement, together with the documents incorporated by reference therein, and the Prospectus. In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such other instruments, documents, certificates and records which we have 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; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed; (iv) that the Underwriting Agreement has been duly authorized and validly executed and delivered by the parties thereto (other than the Company); (v) that the Shares, the Warrants and the Warrant Shares will be issued and sold in compliance with applicable U.S. federal and state securities laws and in the manner stated in the Registration Statement and the Prospectus; (vi) that any Warrant Shares issuable upon exercise of the Warrants being offered will be duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange, redemption or exercise; (vii) with respect to the Shares offered by the Company, that there will be sufficient shares of common stock authorized under the Company’s organizational documents that are not otherwise reserved for issuance; and (viii) the legal capacity of all natural persons.
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
