Exhibit 5.1
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 | | ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM | | |
May 22, 2024
Foghorn Therapeutics Inc.
500 Technology Square, Suite 700
Cambridge, Massachusetts 02139
Re: Registration Statement on Form S-3 (File No. 333-262711)
Ladies and Gentlemen:
We have acted as counsel to Foghorn Therapeutics Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale of (i) 12,743,039 shares (the “Shares”) of the common stock, $0.0001 par value (“Common Stock”), of the Company and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase 7,220,794 shares of Common Stock (the “Warrant Shares”) pursuant to the above-referenced registration statement (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Pre-Funded Warrants and Shares are being sold pursuant to an underwriting agreement, dated May 20, 2024 (the “Underwriting Agreement”), among the Company and the representatives of the underwriters named therein.
In connection with this opinion letter, we have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.
The opinions expressed below are limited to the Delaware General Corporation Law.
Based upon and subject to the foregoing, we are of the opinion that (i) the Shares have been duly authorized and, when issued and delivered pursuant to the Underwriting Agreement against payment of the consideration set forth therein, will be validly issued, fully paid and non-assessable, (ii) provided that the Pre-Funded Warrants have been duly executed and delivered by the Company and duly delivered to the purchaser thereof against payment therefor, then the Pre-Funded Warrants, when issued and sold as described in the prospectus supplement, dated May 20, 2024, to the prospectus included in the Registration Statement (the “Prospectus”), assuming a sufficient number of Warrant Shares are at the time available for issuance, will be a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity) and implied covenants of good faith and fair dealing, and (iii) the Warrant Shares, when issued upon exercise of the Pre-Funded Warrants in accordance with its terms, will have been duly authorized and validly issued and will be fully paid and non-assessable.
