Exhibit 5.1
Carlos A. Ramirez
+1 858 550
6157
cramirez@cooley.com
March 29, 2024
CalciMedica, Inc.
505 Coast Boulevard South, Suite 307
La Jolla, California 92037
Ladies and Gentlemen:
We have acted as counsel to CalciMedica, Inc., a Delaware corporation (the Company), in connection with the offering by the Company
of shares of its common stock, par value $0.0001 per share (Common Stock), having an aggregate offering price of up to $17,068,386 (the Shares) pursuant to the Registration Statement on Form S-3 (File No. 333-273949) (the Registration Statement) filed with the Securities and Exchange Commission (the
Commission) under the Securities Act of 1933, as amended (the Securities Act), the prospectus included in the Registration Statement (the Base Prospectus) and the
prospectus supplement dated March 29, 2024 filed with the Commission pursuant to Rule 424(b) promulgated under the Securities Act (together with the Base Prospectus, the Prospectus). The Shares are to be sold by the
Company under that certain At the Market Offering Agreement, dated August 11, 2023, between the Company and H.C. Wainwright & Co., LLC (the Sales Agreement), as described in the Prospectus.
In connection with this opinion, we have examined and relied upon the Registration Statement, the Prospectus, the Sales Agreement, the Companys
certificate of incorporation and bylaws, each as currently in effect, and such other records, documents, certificates, opinions, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed
below. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
In
rendering this opinion, 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 where authorization, execution and delivery are prerequisites to the effectiveness of such documents.
We have assumed (i) that each sale of the Shares will be duly authorized by the Board of Directors of the Company, a duly authorized committee thereof or
a person or body pursuant to an authorization granted in accordance with Section 152 of the General Corporation Law of the State of Delaware (the DGCL) and (ii) that no more than 17,068,386 Shares will be sold for
a consideration not less than the par value of the Common Stock. We express no opinion to the extent that future issuances of securities of the Company and/or anti-dilution adjustments to outstanding securities of the Company cause the number
of shares of Common Stock available for issuance by the Company to be less than the number of Shares then issuable under the Sales Agreement.
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