EX-5.1 2 d539001dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

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Kenneth J. Rollins

T: +1 858 550 6136

krollins@cooley.com

 

 

May 14, 2013

Regulus Therapeutics Inc.

3545 John Hopkins Court, Ste. 210

San Diego, CA 92121

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the filing by Regulus Therapeutics Inc., a Delaware corporation (the “Company”), of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission, covering the offering of up to an aggregate of 1,791,590 shares of the Company’s Common Stock, $0.001 par value (the “Shares”), including (i) 1,433,272 shares (the “2012 Plan Shares”) reserved for issuance pursuant to the Company’s 2012 Equity Incentive Plan (the “2012 Plan”), and (ii) 358,318 shares (the “ESPP Shares”) reserved for issuance pursuant to the Company’s 2012 Employee Stock Purchase Plan (the “2012 ESPP”).

In connection with this opinion, we have examined and relied upon the Registration Statement and the related prospectuses, the 2012 Plan and the 2012 ESPP, the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and 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, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

Our opinion is expressed only with respect to the federal laws of the United States of America and 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 2012 Plan Shares, when sold and issued in accordance with the 2012 Plan and applicable stock option agreement, and the ESPP Shares, when sold and issued in accordance with the 2012 ESPP, and in each case when sold and issued in accordance with 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).

 

 

 

 

 

 

4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM


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May 14, 2013

Page Two

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

Cooley LLP

 

 

 

By:   /s/ Kenneth J. Rollins
       Kenneth J. Rollins

 

 

 

 

 

 

 

 

 

 

 

 

 

4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM