Exhibit 5.1

 

 

Re:                             Registration Statement filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended

 

Ladies and Gentlemen:

 

We have acted as special counsel to EPIRUS Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with the registration of up to $512,000 of shares of the Company’s common stock, $0.001 par value per share (the “Additional Shares”), pursuant to a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on January 29, 2015 pursuant to Rule 462(b) promulgated under the Act (the “Subsequent Registration Statement”). The Subsequent Registration Statement relates to a registration statement on Form S-3 under the Act filed with the Commission on August 24, 2012 (Registration No. 333-183538), as amended (the “Initial Registration Statement,” and together with the Subsequent Registration Statement, the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus (the “Prospectus”), other than as expressly stated herein with respect to the issue of the Additional Shares.

 

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, 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. We are opining herein as to the General Corporation Law of the State of Delaware and we express no opinion with respect to any other laws.

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Additional Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and the

 

 

January 29, 2015

Page 2

 

Additional Shares have been issued by the Company against payment therefor in the circumstances contemplated by the Registration Statement, the Prospectus and related prospectus supplement(s) and an underwriting agreement entered into between the Company and the underwriters named therein, the issue and sale of the Additional Shares will have been duly authorized by all necessary corporate action of the Company, and the Additional Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

 

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” 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 Act or the rules and regulations of the Commission thereunder.

 

	Very truly yours,
	/s/ Latham & Watkins LLP