Exhibit 5.1
Michael E. Tenta T: +1 650 843 5636 mtenta@cooley.com |
November 18, 2014
FibroGen, Inc.
409 Illinois Street
San Francisco, CA 94158
Ladies and Gentlemen:
We have acted as counsel to FibroGen, Inc., 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 up to an aggregate of 21,968,577 shares of the Company’s Common Stock, par value $0.01 per share, including (a) 8,787 shares of Common Stock (the “1999 Shares”) pursuant to the Company’s 1999 Stock Plan (“1999 Plan”), (b) 12,736,863 shares of Common Stock (the “2005 Shares”) pursuant to the Company’s 2005 Stock Plan (“2005 Plan”), (c) 7,622,927 shares of Common Stock (the “2014 Shares”) pursuant to the Company’s 2014 Equity Incentive Plan (the “2014 Plan”) and (d) 1,600,000 shares of Common Stock (the “2014 ESPP Shares”) pursuant to the Company’s 2014 Employee Stock Purchase Plan (the “2014 ESPP”, and together with the 1999 Plan, the 2005 Plan and the 2014 Plan, the “Plans”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Plans, (c) the Company’s Amended Certificate of Incorporation and Amended and Restated Bylaws, as currently in effect as of the date hereof 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 to independently verify such matters. Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the 1999 Shares, the 2005 Shares, the 2014 Shares and the 2014 ESPP Shares, when sold and issued in accordance with the 1999 Plan, the 2005 Plan, the 2014 Plan and the 2014 ESPP, respectively, 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).
3175 HANOVER STREET, PALO ALTO, CA 94304-1130 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM
FibroGen, Inc.
Page Two
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley llp
| By: | /s/ Michael E. Tenta | |
| Michael E. Tenta |
3175 HANOVER STREET, PALO ALTO, CA 94304-1130 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM