Exhibit 5.1
Mark Ballantyne
T: +1 703
456 8084
mballantyne@cooley.com
May 13, 2024
Verrica Pharmaceuticals Inc.
44 West Gay Street, Suite 400
West Chester, PA 19380
Ladies and Gentlemen:
We have acted as counsel to Verrica Pharmaceuticals Inc., a Delaware corporation (the Company), in connection with the filing by the
Company of a Registration Statement on Form S-8 (the Registration Statement) with the Securities and Exchange Commission (the Commission) covering the
offering of up to 1,696,542 shares (the Shares) of the Companys Common Stock, par value $0.0001 per share, pursuant to the Companys 2018 Equity Incentive Plan (the 2018 Plan).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectus, (b) the Companys
certificate of incorporation and bylaws, each as currently in effect, (c) the 2018 Plan, and (d) such other records, documents, opinions, certificates, memoranda and 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.
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.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the 2018 Plan, the
Registration Statement and the related prospectuses, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments
are made in full).
This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred,
beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that
may hereafter come to our attention or any changes in law that may hereafter occur.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. 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 Securities Act of 1933, as amended, or the rules and regulations of the Commission
thereunder.
Sincerely,
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COOLEY LLP |
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By: |
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/s/ Mark Ballantyne |
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Mark Ballantyne |
RESTON TOWN CENTER, 11951
FREEDOM DRIVE, RESTON, VIRGINIA 20190-5640 T: (703) 456-8000 WWW.COOLEY.COM