Exhibit 5.1
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Wilson Sonsini Goodrich & Rosati 1301 Avenue of the Americas, 40th Floor New York, NY 10019-6022 Phone: 212.999.5800 |
November 5, 2025
Lexeo Therapeutics, Inc.
345 Park Avenue South, Floor 6
New York, New York, 10010
(212) 547-9879
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Lexeo Therapeutics, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of 2,000,000 shares of your common stock, par value $0.0001 per share (the “Shares”), reserved for issuance pursuant to the 2025 Inducement Equity Incentive Plan (the “Plan”).
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in the manner referred to in the Plan and pursuant to the agreements that accompany the Plan, will be legally and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement and to the use of our name wherever it appears in the Registration Statement and in any amendments thereto. 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.
Sincerely, |
WILSON SONSINI GOODRICH & ROSATI |
Professional Corporation |
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/s/ Wilson Sonsini Goodrich & Rosati, P.C. |