EX-5.1 2 d739939dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

LOGO  

1271 Avenue of the Americas

New York, New York 10020-1401

Tel: +1.212.906.1200 Fax: +1.212.751.4864

www.lw.com

 

FIRM / AFFILIATE OFFICES

    Austin    Milan
    Beijing    Munich
    Boston    New York
    Brussels    Orange County
February 2, 2024     Century City    Paris
    Chicago    Riyadh
    Dubai    San Diego
    Düsseldorf    San Francisco
    Frankfurt    Seoul
    Hamburg    Silicon Valley
    Hong Kong    Singapore
    Houston    Tel Aviv

Zevra Therapeutics, Inc.

1180 Celebration Blvd., Suite 103

Celebration, FL 34747

  London    Tokyo
  Los Angeles    Washington, D.C.
  Madrid   

 

Re:

Registration Statement on Form S-3

To the addressee set forth above:

We have acted as special counsel to Zevra Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with its filing on the date hereof with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-3 (as amended, the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the registration of the offer and sale from time to time of 2,269,721 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share, by the selling stockholders named in the Registration Statement. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus or prospectus supplement (collectively, the “Prospectus”), other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Shares have been duly authorized by all necessary corporate action of the Company, and are validly issued, fully paid and nonassessable. This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.


February 2, 2024

Page 2

 

LOGO

Sincerely,

/s/ Latham & Watkins LLP