Exhibit 5.1
Michael E. Tenta
+1 650 843 5636
mtenta@cooley.com
June 27, 2019
XOMA Corporation
2200 Powell Street
Suite 310
Emeryville, California 94608
Ladies and Gentlemen:
We have acted as counsel to XOMA Corporation, a Delaware corporation (the “Company”), in connection with the filing of a registration statement onForm S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of 450,000 shares of the Company’s Common Stock, par value $0.0075 per share, (the “Shares”) pursuant to the Company’s Amended and Restated 2010 Long Term Incentive and Stock Award Plan (the “Plan”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Plan, (c) the Company’s Amended Certificate of Incorporation, as amended, and Bylaws, each as currently in effect, and (d) such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, and the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
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| COOLEY LLP |
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| By: | | /s/ Michael E. Tenta |
| | Michael E. Tenta |
Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130
t: (650)843-5000 f: (650)849-7400 cooley.com
