Exhibit 5.1
Chadwick L. Mills
+1 650 843 5654
cmills@cooley.com
August 1, 2018
Exelixis, Inc.
1851 Harbor Bay Parkway
Alameda, CA 94502
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Exelixis, Inc., a Delaware corporation (the “Company”), and you have requested our opinion in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 1,028,913 shares of the Company’s Common Stock, $0.001 par value (the “Shares”), pursuant to the Company’s 2017 Equity Incentive Plan (the “2017 Plan”), that were previously available for issuance under the Company’s 2014 Equity Incentive Plan, 2011 Equity Incentive Plan, 2000 Equity Incentive Plan, as amended and restated, 2000 Non-Employee Directors’ Stock Option Plan and 2016 Inducement Award Plan (collectively, the “Prior Plans”), but have become available for issuance under the 2017 Plan, and are no longer available for issuance under the respective Prior Plans, as described in the Registration Statement.
In connection with this opinion, we have examined and relied upon the Registration Statement and related Prospectus, the Company’s Amended and Restated Certificate of Incorporation and Bylaws, as currently in effect, the 2017 Plan and the originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as we deem 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 2017 Plan, the Registration Statement and 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.
Cooley LLP 101 California Street, 5th Floor, San Francisco, CA 94111-5800
t: (415) 693-2000 f: (415) 693-2222 cooley.com
Sincerely,
COOLEY LLP
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By: /s/ CHADWICK L. MILLS |
| Chadwick L. Mills |
Cooley LLP 101 California Street, 5th Floor, San Francisco, CA 94111-5800
t: (415) 693-2000 f: (415) 693-2222 cooley.com
