Exhibit 5.1
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Seaport West 155 Seaport Boulevard
Boston, MA 02210-2600
617 832 1000 main 617 832 7000 fax |
August 8, 2023
Enanta
Pharmaceuticals, Inc.
500 Arsenal Street
Watertown, MA
02472
Re: |
Registration Statement on Form S-8 |
Ladies and Gentlemen:
We are familiar with the
Registration Statement on Form S-8 (the Registration Statement) being filed by Enanta Pharmaceuticals, Inc., a Delaware corporation (the Company), with the Securities and
Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), on the date hereof. The Registration Statement relates to the offer and sale by the Company of up to
975,000 shares (the Shares) of its common stock, par value $0.01 per share (Common Stock), issuable under the Companys 2019 Equity Incentive Plan (as amended through March 2, 2023, the 2019
Plan).
In arriving at the opinions expressed below, we have examined the Certificate of Incorporation and Bylaws of the
Company, each as amended to date, the records of meetings and consents of the Companys Board of Directors, or committees thereof, records of the proceedings of its stockholders, and the 2019 Plan, each as provided to us by the Company, and the
Registration Statement.
In addition, 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. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original
documents of all documents submitted to us as copies and the due authorization, execution and delivery of all documents by all persons other than the Company, where authorization, execution and delivery are prerequisites to the effectiveness of such
documents. We have also made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below.
We
have assumed that the Company will continue to have sufficient authorized, unissued and otherwise unreserved shares of Common Stock available for issuance at the time of each issuance of the Shares pursuant to the 2019 Plan. We have also assumed
that the purchase price or other consideration to be received by the Company for the Shares will be valid consideration equal to or in excess of the par value thereof.
In rendering the opinion expressed below, we express no opinion other than as to the Delaware General Corporation Law.
On the basis of the foregoing, it is our opinion that the Shares, when issued and delivered in accordance with the terms of the 2019 Plan and
the awards thereunder against the Companys receipt of the purchase price or other consideration therefor, will be validly issued, fully paid and non-assessable.