EX-5.1 2 ex_482444.htm EXHIBIT 5.1 HTML Editor

Exhibit 5.1

lw.jpg

March 7, 2023

 

1271 Avenue of the Americas

New York, New York  10020-1401

Tel: +1.212.906.1200  Fax: +1.212.751.4864

www.lw.com

FIRM / AFFILIATE OFFICES

Austin                  Milan

Beijing                 Munich

Boston                 New York

Brussels              Orange County

Century City        Paris

Chicago              Riyadh

Dubai                   San Diego

Düsseldorf          San Francisco

Frankfurt             Seoul

Hamburg             Shanghai

Hong Kong          Silicon Valley

Houston              Singapore

London                Tel Aviv

Los Angeles        Tokyo

Madrid                 Washington, D.C.

 

 

 

Zevra Therapeutics, Inc.

1180 Celebration Boulevard, Suite 103

Celebration, FL 34747

 

Re:      Registration Statement on Form S-8; 1,500,000 shares of Zevra Therapeutics, Inc. Common Stock, $0.0001 par value per share

 

To the addressee set forth above:

 

We have acted as special counsel to Zevra Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance by the Company of up to 1,500,000 shares of common stock of the Company, $0.0001 par value per share (the “Shares”), issuable under the Zevra Therapeutics, Inc. 2023 Employment Inducement Award Plan (the “Plan”). 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 forming a part thereof, other than as expressly stated herein with respect to the issuance 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 only as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

 

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 recipients thereof, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plan, assuming in each case that the individual grants or awards under the Plan are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), 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 Registration Statement. 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