EX-5.1 2 d515893dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

LOGO

December 29, 2017

Minerva Neurosciences, Inc.

1601 Trapelo Road, Suite 286

Waltham, Massachusetts 02451

Ladies and Gentlemen:

You have requested out opinion with respect to certain matters in connection with the filing by Minerva Neurosciences,

Inc., a Delaware corporation (the “Company”), of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended, covering the offering of up to an aggregate of 815,000 shares of the Company’s common stock, $0.0001 par value per share (the “Shares”) that may become issuable pursuant to (i) a Restricted Stock Unit Grant Notice, and (ii) a Stock Option Agreement (each of (i) and (ii), an “Award Agreement”), in each case awarded outside of the Company’s Amended and Restated 2013 Equity Incentive Plan (the “Plan”), but pursuant to the terms of the Plan as if such awards were granted under the Plan.

In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectus, the

Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, the Plan, the Award Agreements, and originals, or copies certified to our satisfaction, of such other documents, records, certificates, memoranda and other instruments as we deemed necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters. We express no opinion as to whether the laws of any particular jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any federal or state antifraud, rule or regulation relating to securities, or to the sale or issuance thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in accordance with the applicable Award Agreement, the Registration Statement and the related prospectus, will be validly issued, fully paid and nonassessable (except as to Shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

We consent to the filing of this opinion as an exhibit to the Registration Statement.

 

Sincerely,
Cooley LLP
By:  

/s/ Marc A. Recht

  Marc A. Recht