EX-5.1 3 d624703dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

   200 Clarendon Street
   Boston, Massachusetts 02116
   Tel: +1.617.948.6000 Fax: +1.617.948.6001
LOGO   

 

www.lw.com

 

   FIRM / AFFILIATE OFFICES
   Austin    Milan
   Beijing    Munich
   Boston    New York
   Brussels    Orange County
   Century City    Paris
December 20, 2023    Chicago    Riyadh
   Dubai    San Diego
   Düsseldorf    San Francisco
   Frankfurt    Seoul
   Hamburg    Silicon Valley
   Hong Kong    Singapore
   Houston    Tel Aviv
   London    Tokyo
bluebird bio, Inc.    Los Angeles    Washington, D.C.
455 Grand Union Boulevard    Madrid   

Somerville, MA 02145

 

Re:

Registration Statement on Form S-3 (Registration No. 333-271772); 95,833,332 shares of Common Stock, par value $0.01 per share

To the addressee set forth above:

We have acted as special counsel to bluebird bio, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 95,833,332 shares (the “Shares”) of common stock of the Company, $0.01 par value per share (the “Common Stock”), including up to 12,499,999 shares of Common Stock issuable upon exercise of the underwriters’ option to purchase additional shares. The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 9, 2023 (Registration No. 333-271772) (as so filed, the “Registration Statement”), a base prospectus dated May 19, 2023 (the “Base Prospectus”) and a prospectus supplement dated December 19, 2023 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). The Shares are being sold pursuant to an underwriting agreement dated December 19, 2023 by and among Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters, and the Company (the “Underwriting Agreement”). 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 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 the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.


December 20, 2023

Page 2

 

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Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Underwriting Agreement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

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 Company’s Form 8-K dated December 20, 2023, 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.

 

Sincerely,
/s/ Latham & Watkins LLP