EX-5.1 2 kod-ex51_6.htm EX-5.1 kod-ex51_6.htm

Exhibit 5.1


May 15, 2019




Kodiak Sciences Inc.

2631 Hanover Street

Palo Alto, CA 94304


Re:  Registration Statement on Form S-8


Ladies and Gentlemen:


We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Kodiak Sciences Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 1,473,194 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”) to be issued under the Company’s 2018 Equity Incentive Plan (the “Plan”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plan.


It is our opinion that the Shares, when issued and sold in the manner referred to in the Plan and pursuant to the agreements that accompany the Plan, will be legally and validly issued, fully paid and nonassessable.


We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.


Very truly yours,



Professional Corporation


/s/ Wilson Sonsini Goodrich & Rosati,
Professional Corporation