Exhibit 5.1
July 28, 2021
Xeris Biopharma Holdings, Inc.
180 N. LaSalle Street, Suite 1600
Chicago, IL 60601
| Re: | Securities Being Registered under Registration Statement on Form S-4 |
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-4 (File No. 333-257642) (as amended or supplemented, the “Registration Statement”), including the proxy statement/prospectus forming a part thereof, pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering by Xeris Biopharma Holdings, Inc., a Delaware corporation (the “Company”) of up to 185,588,961 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share, to be issued by the Company pursuant to the terms of the Transaction Agreement, dated as of May 24, 2021 (the “Transaction Agreement”), by and among the Company, Xeris Pharmaceuticals, Inc., a Delaware corporation (“Xeris”), Strongbridge Biopharma plc, an Irish public limited company, and Wells MergerSub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company. Unless otherwise indicated, each capitalized term used herein has the meaning ascribed to it in the Registration Statement.
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Transaction Agreement, the Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
|
| Very truly yours, |
|
| /s/ GOODWIN PROCTERLLP |
