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Exhibit 5.2

 

 

250 Vesey Street • New York, New York 10281.1047

 

TELEPHONE: +1.212.326.3939 • FACSIMILE: +1.212.755.7306

 

November 12, 2025

 

Cassava Sciences, Inc.
6801 N. Capital of Texas Highway,
Building 1; Suite 300
Austin, Texas 78731

 

Re:Up to $50,000,000 of Shares of Common Stock, Par Value $0.001 Per Share, to Be Offered Pursuant to the Controlled Equity OfferingSM Sales Agreement

 

Ladies and Gentlemen:

 

We are acting as counsel for Cassava Sciences, Inc., a Delaware corporation (“Cassava”), in connection with the issuance and sale of up to $50,000,000 aggregate offering price of shares of common stock, par value $0.001 per share, of Cassava (the “Shares”), pursuant to the Controlled Equity OfferingSM Sales Agreement, dated as of November 12, 2025 (the “Sales Agreement”), by and between Cassava and Cantor Fitzgerald & Co. (the “Agent”). The Shares may be offered and sold from time to time pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”) in accordance with the terms of the Sales Agreement.

 

In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. Based upon the foregoing and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued and delivered pursuant to the terms of the Sales Agreement against payment of the consideration therefor as provided therein, will be validly issued, fully paid and nonassessable; provided that such consideration is at least equal to the stated par value of the Shares.

 

In rendering the opinion above, we have assumed that the resolutions of the Board of Directors authorizing Cassava to issue and deliver and sell the Shares pursuant to the Sales Agreement will be in full force and effect at all times at which the Shares are issued and delivered or sold by Cassava, and Cassava will take no action inconsistent with such resolutions.

 

The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.

 

AMSTERDAM • ATLANTA • BEIJING • BOSTON • BRISBANE • BRUSSELS • CHICAGO • CLEVELAND • COLUMBUS • DALLAS
DETROIT • DUBAI • DÜSSELDORF • FRANKFURT • HONG KONG • HOUSTON • IRVINE • LONDON • LOS ANGELES • MADRID
MELBOURNE • MEXICO CITY • MIAMI • MILAN • MINNEAPOLIS • MUNICH • NEW YORK • PARIS • PERTH • PITTSBURGH
SAN DIEGO • SAN FRANCISCO • SÃO PAULO • SHANGHAI • SILICON VALLEY • SINGAPORE • SYDNEY • TAIPEI • TOKYO • WASHINGTON

 

 
 

 

 

Cassava Sciences, Inc.

November 12, 2025

Page 2

 

 

We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement on Form S-3 (the “Registration Statement”) filed on the date hereof by Cassava with the Securities and Exchange Commission (the “Commission”) to effect registration of the offer and sale of the Shares under the Securities Act and to the reference to us under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

 

  Very truly yours,
   
  /s/ Jones Day