Exhibit 5.1
Thomas A. Coll
+1 858 550 6013
collta@cooley.com
November 14, 2017
AmpliPhi Biosciences Corporation
3579 Valley Centre Drive
Suite 100
San Diego, CA 92130
Ladies and Gentlemen:
You have requested our opinion, as counsel to AmpliPhi Biosciences Corporation, a Washington corporation (the “Company”), with respect to certain matters in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission, covering the offering of up to 800,000 shares of the Company’s Common Stock, $0.01 par value (the “Shares”), pursuant to the Company’s 2016 Equity Incentive Plan (the “Plan”).
In connection with this opinion, we have examined and relied upon the Registration Statement and the related prospectus, the Plan, the Company’s articles of incorporation and bylaws, as currently in effect, and the originals or copies certified to our satisfaction of such records, documents, 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.
Our opinion is expressed only with respect to the Washington Business Corporation Act.
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, the Registration Statement and the related prospectus, 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,
Cooley LLP
| By: | /s/ Thomas A. Coll | |
| Thomas A. Coll |
Cooley LLP 4401 Eastgate Mall San Diego, CA 92121
t: (858) 550-6000 f: (858) 550-6420 cooley.com