EX-5.1 2 a51whopinion.htm EXHIBIT 5.1 Exhibit

Exhibit 5.1
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+1 212 230 8800 (t)
+1 212 230 8888 (f)
wilmerhale.com

January 6, 2020
PTC Therapeutics, Inc.
100 Corporate Court
South Plainfield, New Jersey 07080
2013 Long Term Incentive Plan; Inducement Grant Awards for the Period of January 2019 through December 2019; 2020 Inducement Stock Incentive Plan
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 5,117,009 shares (the “Shares”) of common stock, $0.001 par value per share (the “Common Stock”), of PTC Therapeutics, Inc., a Delaware corporation (the “Company”), consisting of (i) an aggregate of 2,477,434 shares of Common Stock issuable under the Company’s 2013 Long Term Incentive Plan (the “2013 Plan”), (ii) 1,639,575 shares of Common Stock issuable pursuant to nonqualified stock option agreements providing for employee inducement grants between the Company and various employees, which were entered into in connection with the commencement of such employees’ employment with the Company pursuant to Nasdaq Stock Market Rule 5635(c)(4) (the “Inducement Stock Option Award Agreements”) and (iii) an aggregate of 1,000,000 shares of Common Stock issuable under the Company’s 2020 Inducement Stock Incentive Plan (the “2020 Plan”, and together with the 2013 Plan, the “Plans”).
    We have examined the Certificate of Incorporation and Bylaws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement, certificates of representatives of the Company and such other documents relating to the Company as we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

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We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plans or the Inducement Stock Option Award Agreements, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.
We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.
It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.
    Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plans or the Inducement Stock Option Award Agreements, as applicable, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,
WILMER CUTLER PICKERING
HALE AND DORR LLP
By:    /s/ Brian A. Johnson    
Brian A. Johnson, a Partner