Exhibit 5.1
Matthew B. Hemington
T: +1 650 843 5062
hemingtonmb@cooley.com
March 18, 2014
SCYNEXIS, Inc.
3501 C Tricenter Boulevard
Durham, NC 27713
Ladies and Gentlemen:
We have acted as counsel to SCYNEXIS, Inc., a Delaware corporation (the Company), and you have requested our opinion in connection with the filing of a registration statement of a Registration Statement (No. 333-194192) on Form S-1, as amended from time to time (the Registration Statement) with the Securities and Exchange Commission, including a related prospectus filed with the Registration Statement (the Prospectus), covering an underwritten public offering of up to 4,865,420 shares (the Shares) of the Companys common stock, par value $0.001, which includes up to 4,230,800 Shares to be sold by the Company (the Company Shares) and up to 634,620 Shares of common stock of the Company that may be sold by the Company pursuant to the exercise of an option to purchase additional shares granted to the underwriters (the Optional Shares).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related Prospectus, (b) the Companys Amended and Restated Certificate of Incorporation and Bylaws, as amended, as currently in effect, (c) the Companys Amended and Restated Certificate of Incorporation, filed as Exhibit 3.2 to the Registration Statement and the Companys Amended and Restated Bylaws, filed as Exhibit 3.4 to the Registration Statement, each of which will be in effect upon the closing of the offering contemplated by the Registration Statement, and (d) the originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as we deem necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents. As to certain factual matters, we have relied upon a certificate of officers of the Company and have not sought to independently verify such matters. Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Company Shares and the Optional Shares, when sold and issued as described in the Registration Statement and the related Prospectus, will be validly issued, fully paid and non-assessable.
FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM
SCYNEXIS, Inc.
March 18, 2014
Page Two
We consent to the reference to our firm under the caption Legal Matters in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely, |
/s/ Matthew B. Hemington |
Matthew B. Hemington |
FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL, PALO ALTO, CA 94306-2155 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM