Exhibit 5.1
November 17, 2023
Laura Berezin
T: +1 650 843 5128
lberezin@cooley.com
Tempest Therapeutics, Inc.
2000 Sierra Point Parkway, Suite 400
Brisbane, California 94005
Ladies and Gentlemen:
We have acted as counsel to Tempest
Therapeutics, Inc., a Delaware corporation (the Company), in connection with the filing by the Company with the Securities and Exchange Commission (the Commission) of a Post-Effective Amendment
No. 1 to each of the Companys registration statements on Form S-8 (File Nos. 333-265718, 333-264943, 333-255261, 333-249993 and 333-235515), as filed with the Commission on June 21, 2022, May 13, 2022, July 7, 2021,
April 15, 2021, November 10, 2020, and December 16, 2019, respectively (such registration statements, collectively, the Prior Registration Statements, and the post-effective amendment to each of the Prior
Registration Statements, collectively, the Post-Effective Amendments).
The Prior Registration Statements covered the offering
of shares of the Companys common stock, par value $0.001 per share (Common Stock), previously available for issuance under the Companys 2019 Equity Incentive Plan (including such plan as amended and restated,
the Prior Plan). For purposes of this opinion, the Shares means up to 202,914 shares of Common Stock, which is the number of shares of Common Stock subject to outstanding stock awards granted under
the Prior Plans, that from and after June 15, 2023, may become available for grant under the Companys Amended and Restated 2023 Equity Incentive Plan (the 2023 Plan) as described in the Post-Effective Amendments.
Each share of Common Stock includes a preferred share purchase right (each, a Right, collectively, the Rights) as set forth in Rights
Agreement (the Rights Plan), dated as October 10, 2023, between the Company and Computershare Trust Company, N.A., as rights agent (the Rights Agent).
In connection with this opinion, we have examined and relied upon (a) the Prior Registration Statements, the Post-Effective Amendments and related
prospectus, (b) the Companys certificate of incorporation and bylaws, each as currently in effect, (c) the Prior Plan, (d) the 2023 Plan, (e) the Rights Plan, and (f) such other 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 by all persons other than 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.
With respect to our opinion concerning the Rights:
(i) Our
opinion does not address the determination a court of competent jurisdiction may make regarding whether the Companys board of directors (the Board) may be required to redeem or terminate, or take other
action with respect to, the Rights or Rights Plan in the future based on the facts and circumstances then existing.
(ii) Our opinion assumes that the
Rights Plan has been duly authorized, executed and delivered by the Rights Agent and that members of the Board have acted in a manner consistent with their fiduciary duties as required under applicable law in adopting the Rights Plan. With respect
to Rights associated with Shares to be offered in the future under the Registration Statement, our opinion assumes the Rights Plan has not been terminated by the Company or expired by its terms and the Rights have not expired or been redeemed or
exchanged by the Company, in each case, prior to the issuance of such Shares.
(iii) Our opinion addresses corporate procedures in connection with the
issuance of the Rights associated with shares of Common Stock of the Company, and not any particular provision of the Rights or the Rights Plan. It should be understood that it is not settled whether the invalidity of any particular provision of a
rights agreement or purchase rights issued thereunder would invalidate such rights in their entirety.
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.