EX-5.1 3 tm2332233d1_ex5-1.htm EXHIBIT 5.1


Exhibit 5.1


December 6, 2023


SpringWorks Therapeutics, Inc.

100 Washington Blvd

Stamford, CT 06902


Re: Securities Registered under Registration Statement on Form S-3ASR


Ladies and Gentlemen:


We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3ASR (File No. 333-275262) (as amended or supplemented, the “Registration Statement”) filed on November 2, 2023 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offer by SpringWorks Therapeutics, Inc., a Delaware corporation (the “Company”), of any combination of securities of the types specified therein. The Registration Statement became effective by the Commission upon filing on November 2, 2023. Reference is made to our opinion letter dated November 2, 2023 and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the prospectus supplement (the “Prospectus Supplement”) filed on December 6, 2023 by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company of up to 10,905,171 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), covered by the Registration Statement. The Shares include an over-allotment option granted to the underwriters of the offering to purchase up to an additional 1,422,413 Shares. The Shares are being sold to the several underwriters named in, and pursuant to, an underwriting agreement among the Company and such underwriters (the “Underwriting Agreement”).


We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.


The opinion set forth below is limited to the Delaware General Corporation Law.


Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when delivered and paid for in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and non-assessable.


This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).





SpringWorks Therapeutics, Inc.

Page 2

December 6, 2023


We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K relating to the Shares (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion letter as an exhibit to the Current Report and its incorporation by reference and the reference to our firm in that report. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.


  Very truly yours,
  /s/ Goodwin Procter LLP