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Exhibit 5.1

 

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Goodwin Procter LLP

100 Northern Ave.

Boston, MA 02210

goodwinlaw.com

+1 617 570 1000

May 19, 2026

Aura Biosciences, Inc.

80 Guest St.

Boston, MA 02135

 

  Re:

Securities Being Registered under Registration Statement on Form S-8

We have acted as your counsel in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 3,323,065 shares (the “Shares”) of common stock, par value $0.00001 per share (“Common Stock”), of Aura Biosciences, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to that certain Form of Restricted Stock Unit Award Agreement (Inducement Award), that certain Form of Non-Qualified Stock Option Agreement (Inducement Award) and that certain Form of Performance-Based Restricted Stock Unit Award Agreement (Inducement Award) between the Company and one newly-hired employee, for inducement awards granted on May 19, 2026 (collectively, the “Award Agreements”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

For purposes of the opinion set forth below, we have assumed that, at the time Shares are issued, the total number of then unissued Shares, when added to the number of shares of Common Stock issued, subscribed for, or otherwise committed to be issued, does not exceed the number of shares of Common Stock authorized by the Company’s certificate of incorporation.

The opinion set forth below is limited to the Delaware General Corporation Law.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when delivered against payment therefor in accordance with the terms of the Award Agreements, will be validly issued, fully paid and nonassessable.

This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/S/ GOODWIN PROCTER LLP

GOODWIN PROCTER LLP