EX-5.1 2 tmb-20210317xex5d1.htm EX-5.1

Exhibit 5.1

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Jodie Bourdet

+1 415 693 2054

jbourdet@cooley.com

March 17, 2021

Olema Pharmaceuticals, Inc.

512 2nd Street, 4th Floor

San Francisco, California 94107

Ladies and Gentlemen:

We have represented Olema Pharmaceuticals, Inc., a Delaware corporation (the Company), in connection with the filing by the Company of a registration statement on Form S-8 (the Registration Statement) with the Securities and Exchange Commission, covering the offering of up to 2,410,183 shares (the Shares) of the Companys common stock, par value $0.0001 per share (the Common Stock), consisting of (i) 2,008,486 shares of Common Stock issuable pursuant to the Companys 2020 Equity Incentive Plan (the 2020 Plan) and (ii) 401,697 shares of Common Stock issuable pursuant to the Companys 2020 Employee Stock Purchase Plan (together with the 2020 Plan, the Plans).

In connection with this opinion, we have examined and relied upon (i) the Registration Statement and related prospectuses, (ii) the Companys Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, (iii) the Plans, and (iv) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents other than by the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued against payment therefor as described in the Registration Statement and related prospectuses, will be validly issued, fully paid and non-assessable.

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

Cooley LLP 101 California Street, 5th Floor San Francisco, CA 94111-5800

t: (415) 693-2000 f: (415) 693-2222 cooley.com


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March 17, 2021

Page Two

Sincerely,

Cooley LLP

By:

/s/ Jodie Bourdet

Jodie Bourdet

Cooley LLP 101 California Street, 5th Floor San Francisco, CA 94111-5800

t: (415) 693-2000 f: (415) 693-2222 cooley.com