EX-5.1 3 tm2526946d1_ex5-1.htm EXHIBIT 5.1

 

Exhibit 5.1

 

  200 Clarendon Street
Boston, Massachusetts 02116
Tel: +1.617.948.6000 Fax: +1.617.948.6001
www.lw.com  

 

  FIRM / AFFILIATE OFFICES 
Austin Milan
Beijing Munich
  Boston New York
  Brussels Orange County
  Chicago Paris
  Dubai Riyadh
September 25, 2025 Düsseldorf San Diego
  Frankfurt San Francisco
  Hamburg Seoul
  Hong Kong Silicon Valley
  Houston Singapore
  London Tel Aviv
  Los Angeles Tokyo
  Madrid Washington, D.C.

 

Immuneering Corporation

245 Main Street

Second Floor

Cambridge, Massachusetts 02142

 

Re:Registration Statement on Form S-3 (Registration No. 333-289589); 21,803,901 shares of Class A common stock, par value $0.001 per share

 

To the addressee set forth above:

 

We have acted as special counsel to Immuneering Corporation, a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 21,803,901 shares of Class A common stock of the Company, par value $0.001 per share (the “Shares”). 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 August 13, 2025 (Registration No. 333-289589) (the “Registration Statement”), and are being offered pursuant to a base prospectus dated August 20, 2025 (the “Base Prospectus”) and a prospectus supplement dated September 24, 2025 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). The Shares are being sold pursuant to an underwriting agreement dated September 24, 2025 by and among the Company and Leerink Partners LLC and Oppenheimer & Co. Inc., as underwriters (the “Underwriting Agreement”). 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, 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.

 

 

 

 

September 25, 2025

Page 2

 

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Underwriting Agreement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. 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 Company’s Form 8-K dated September 25, 2025, 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.

 

  Sincerely,
   
  /s/ LATHAM & WATKINS LLP