EX-5.1 2 d652834dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

   140 Scott Drive   
   Menlo Park, California 94025   
  

Tel: +1.650.328.4600 Fax: +1.650.463.2600

www.lw.com

LOGO    FIRM / AFFILIATE OFFICES   
   Barcelona    Moscow   
   Beijing    Munich   
   Boston    New York   
   Brussels    Orange County   
   Century City    Paris   
September 22, 2017    Chicago    Riyadh   
   Dubai    Rome   
   Düsseldorf    San Diego   
   Frankfurt    San Francisco   
   Hamburg    Seoul   
   Hong Kong    Shanghai   
   Houston    Silicon Valley   
   London    Singapore   
Coherus BioSciences, Inc.    Los Angeles    Tokyo   
333 Twin Dolphin Drive, Suite 600    Madrid    Washington, D.C.   
Redwood City, CA, USA 94065    Milan      

 

  Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Coherus BioSciences, Inc., a Delaware corporation (the “Company”), in connection with the resale from time to time by the selling stockholder named in the Registration Statement (as defined below) of up to 6,556,116 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on September 22, 2017 (the “Registration Statement”). 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 related prospectus (the “Prospectus”), other than as expressly stated herein with respect to the issue 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 any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the issue and sale of the Shares have been duly authorized by all necessary corporate action of the Company, and the Shares are validly issued, fully paid and non-assessable. In rendering the foregoing opinion, we have assumed that the 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 Registration Statement and to the reference to our firm 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