EX-5.1 4 d419423dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

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  Charles J. Bair

  +1 858 550 6142

  cbair@cooley.com

October 8, 2021

Cidara Therapeutics, Inc.

6310 Nancy Ridge Drive, Suite 100

San Diego, California 92121

Ladies and Gentlemen:

We have acted as counsel to Cidara Therapeutics, Inc., a Delaware corporation (the “Company”), and you have requested our opinion with respect to certain matters in connection with the offering by the Company of (i) up to 17,064,511 shares (the “Common Shares”) of the Company’s Common Stock, $0.0001 par value per share (“Common Stock”), including up to 2,225,805 Common Shares that may be sold pursuant to the exercise of an option to purchase additional Common Shares contained in that certain Underwriting Agreement (the “Common Agreement”), dated October 7, 2021, by and between the Company and Cantor Fitzgerald & Co. (“Cantor”), as representative of the underwriters named in Schedule A thereto, and pursuant to Registration Statement No. 333-228268 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), the prospectus included in the Registration Statement (the “Base Prospectus”), and the prospectus supplement, dated October 7, 2021, relating to the Common Shares filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (together with the Base Prospectus, the “Common Prospectus”), and (ii) up to 774,194 shares (the “Preferred Shares”, and together with the Common Shares, the “Shares”) of the Company’s Series X Convertible Preferred Stock, $0.0001 par value per share, which Preferred Shares will be convertible into up to 7,741,940 shares of Common Stock (the “Conversion Shares”), contained in that certain Series X Preferred Stock Underwriting Agreement (together with the Common Agreement, the “Agreements”), dated October 7, 2021, between the Company and Cantor, as representative of the underwriters named in Schedule A thereto, and pursuant to the Registration Statement, the Base Prospectus, and the prospectus supplement, dated October 7, 2021, relating to the Preferred Shares filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (together with the Base Prospectus and the Common Prospectus, the “Prospectuses”).

In connection with this opinion, we have examined and relied upon the Registration Statement and the Prospectuses, the Company’s certificate of incorporation and bylaws, each as currently in effect, the Agreements and originals or copies certified to our satisfaction of such records, documents, 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 of all signatures; the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

COOLEY LLP    4401 EASTGATE MALL    SAN DIEGO, CA    92121

T: (858) 550-6000 F: (858) 550-6420 COOLEY.COM


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  Cidara Therapeutics, Inc.

  October 8, 2021

  Page Two

With regard to our opinion below with respect to Conversion Shares, we express no opinion to the extent that future issuances of securities of the Company and/or adjustments to outstanding securities of the Company, including the Preferred Shares, cause the Preferred Shares to be convertible into more shares of Common Stock than the number that then remain authorized but unissued.

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 (i) the Shares, when sold in accordance with the Agreements, the Registration Statement and the Prospectuses, will be validly issued, fully paid and nonassessable and (ii) the Conversion Shares, when issued upon the conversion of the Preferred Shares in accordance with the terms thereof, will be validly issued, fully paid and nonassessable.

[Signature page to follow]

COOLEY LLP    4401 EASTGATE MALL    SAN DIEGO, CA    92121

T: (858) 550-6000 F: (858) 550-6420 COOLEY.COM


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  Cidara Therapeutics, Inc.

  October 8, 2021

  Page Three

We consent to the reference to our firm under the caption “Legal Matters” in the Prospectuses included in the Registration Statement and to the filing of this opinion as an exhibit to a current report of the Company on Form 8-K.

 

Very truly yours,
Cooley LLP
By:  

/s/ Charles J. Bair

      Charles J. Bair

COOLEY LLP    4401 EASTGATE MALL    SAN DIEGO, CA    92121

T: (858) 550-6000 F: (858) 550-6420 COOLEY.COM