EX-5.1 3 d13615dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

      53rd at Third
      885 Third Avenue
      New York, New York 10022-4834
      Tel: +1.212.906.1200 Fax: +1.212.751.4864
www.lw.com
LOGO       FIRM / AFFILIATE OFFICES
      Beijing   Moscow
      Boston   Munich
      Brussels   New York
      Century City   Orange County
      Chicago   Paris
      Dubai   Riyadh
      Düsseldorf   San Diego
December 2, 2020       Frankfurt   San Francisco
      Hamburg   Seoul
      Hong Kong   Shanghai
      Houston   Silicon Valley
      London   Singapore
      Los Angeles   Tokyo
Syneos Health, Inc.       Madrid   Washington, D.C.
1030 Sync Street       Milan  
Morrisville, North Carolina 27560-5468      

 

  Re:

Registration Statement on Form S-3 (No. 333-228559); 6,000,000 shares of Class A common stock, par value $0.01 per share.

Ladies and Gentlemen:

We have acted as special counsel to Syneos Health, Inc., a Delaware corporation (the “Company”), in connection with the sale by certain stockholders (the “Selling Stockholders”) pursuant to that certain underwriting agreement dated as of December 1, 2020 (the “Underwriting Agreement”), among the Company, the Selling Stockholders and Goldman Sachs & Co. LLC and BofA Securities, Inc. of 6,000,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.01 per share (“Class A Common Stock”). The offering and sale of the Shares is covered by the above-referenced Registration Statement (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended (the “Act”), a base prospectus dated November 27, 2018 included in the Registration Statement at the time it originally became effective (the “Base Prospectus”) and a prospectus supplement dated December 1, 2020 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). 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 sale 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, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.

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 the Shares are validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the


December 2, 2020

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Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

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 Current Report on Form 8-K dated December 2, 2020 and to the reference to our firm contained 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.

Very truly yours,

/s/ Latham & Watkins LLP