EX-5.1

     

     Hogan Lovells US LLP
1735 Market Street, Floor 23
Philadelphia, PA 19103
T  +1 267 675 4600
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www.hoganlovells.com

    

August 22, 2025

Board of Directors

Invivyd, Inc.

1601 Trapelo Road, Suite 178

Waltham, MA 02451

Ladies and Gentlemen:

We are acting as counsel to Invivyd, Inc., a Delaware corporation (the “Company”), in connection with its registration statement on Form S‑3 (File No. 333-267643) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), relating to the public offering of up to (i) 89,234,480 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) and (ii) pre-funded warrants (the “Warrants”) to purchase up to an aggregate of 21,342,442 shares of Common Stock with an exercise price equal to $0.0001 per share (the “Warrant Shares” and collectively with the Shares and the Warrants, the “Securities”). All of the Securities are to be sold by the Company pursuant to that certain Underwriting Agreement, dated as of August 20, 2025, by and among the Company and the representative of the several underwriters named therein (the “Underwriting Agreement”), as described in the prospectus, dated October 5, 2022 (the “Base Prospectus”), which forms a part of the Registration Statement, as supplemented by the Prospectus Supplement, dated August 20, 2025 (the “Prospectus Supplement”) and the Free Writing Prospectus, dated August 20, 2025 (the “Free Writing Prospectus”, together with the Base Prospectus and the Prospectus Supplement, the “Prospectus”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S‑K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including pdfs). As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. We express no opinion herein as to any other statutes, rules or regulations.

Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) execution and delivery by the Company of the Underwriting Agreement, (ii) issuance of the Securities pursuant

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