Exhibit 5.1

 

				1271 Avenue of the Americas
				New York, New York 10020-1401
				Tel: +1.212.906.1200 Fax: +1.212.751.4864
				www.lw.com
				FIRM / AFFILIATE OFFICES
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February 6, 2024				Dubai		San Diego
				Düsseldorf		San Francisco
				Frankfurt		Seoul
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				Hong Kong		Singapore
				Houston		Tel Aviv
				London		Tokyo
				Los Angeles		Washington, D.C.
				Madrid

Fractyl Health, Inc.

17 Hartwell Avenue

Lexington, Massachusetts 02421

 

Re:

Registration Statement on Form S-8; 22,853,906 shares of Common Stock of Fractyl Health, Inc., par value $0.00001 per share

To the addressee set forth above:

We have acted as special counsel to Fractyl Health, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of 22,853,906 shares of common stock of the Company, par value $0.00001 per share (the “Shares”), issuable under the Amended and Restated 2011 Stock Incentive Plan (the “2011 Plan”), the 2024 Incentive Award Plan (the “2024 Plan”) and the 2024 Employee Stock Purchase Plan (together with the 2011 Plan and the 2024 Plan, the “Plans”).

The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on February 6, 2024 (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 the related prospectuses, other than as expressly stated herein with respect to the issue of the Shares.

February 6, 2024

Page 2

 

 

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 (the “DGCL”), 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 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, or certificates representing the Shares have been manually signed by an authorized officer of the transfer agent and registrar therefor, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the applicable Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the 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 DGCL.

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. 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.