Exhibit 5.1
| | |
| | Goodwin ProcterLLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 |
February 16, 2024
Prime Medicine, Inc.
21 Erie Street
Cambridge, MA 02139
| Re: | Securities Registered under Registration Statement on Form S-3 |
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3 (File No. 333- 275321) (as amended or supplemented, the “Registration Statement”) filed on November 3, 2023 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offering by Prime Medicine, Inc., a Delaware corporation (the “Company”), of up to $500,000,000 of any combination of securities of the types specified therein. The Registration Statement was declared effective by the Commission on November 13, 2023. Reference is made to our opinion letter dated November 3, 2023 and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the prospectus supplement (the “Prospectus Supplement”) dated February 14, 2024 and filed by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company of 22,400,006 shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), consisting of (i) 19,200,001 shares of Common Stock (the “Shares”) and (ii) up to 3,200,005 shares of Common Stock issuable upon the exercise of pre-funded warrants (the “Pre-Funded Warrants”) and the shares issuable upon exercise of the Pre-Funded Warrants, the “Pre-Funded Warrants Shares”), in each case covered by the Registration Statement. The Company has granted to the underwriters of the offering an option to purchase up to an additional 3,360,000 shares of Common Stock. The Shares and the Pre-Funded Warrants are being sold to the several underwriters named in, and pursuant to, an underwriting agreement, dated as of February 14, 2024, among the Company and such underwriters (the “Underwriting Agreement”).
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.
For purposes of the opinion set forth in numbered paragraph 3, we have assumed that before the Pre-Funded Warrants Shares are issued, the Company does not issue shares of Common Stock or reduce the total number of shares of Common Stock that the Company is authorized to issue under its certificate of incorporation such that the number of unissued shares of Common Stock authorized under the Company’s certificate of incorporation is less than the number of Pre-Funded Warrants Shares.
