Exhibit 5.1
Matthew B. Hemington
T: +1 650 843 5062
hemingtonmb@cooley.com
May 16, 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 on Form S-8 (the Registration Statement) with the Securities and Exchange Commission covering the offering of up to an aggregate of 492,073 of the Companys Common Stock, par value $0.001 per share, including (a) 74,617 shares of Common Stock (the 1999 Shares) issuable pursuant to the Companys Stock Option Plan, as amended (the1999 Plan), (b) 109,310 shares of Common Stock (the 2009 Shares) issuable pursuant to the Companys 2009 Stock Option Plan, as amended (the2009 Plan), (c) 260,352 shares of Common Stock (the 2014 Shares) issuable pursuant to the Companys 2014 Equity Incentive Plan (the 2014 Plan), and (d) 47,794 shares of Common Stock (the 2014 ESPP Shares and together with the 1999 Shares, the 2009 Shares and the 2014 Shares, the Shares) pursuant to the Companys 2014 Employee Stock Purchase Plan (the 2014 ESPP and together with the 1999 Plan, the 2009 Plan and the 2014 Plan, the Plans).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Plans, (c) the Companys Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as currently in effect as of the date hereof and (d) such other documents, records, certificates, memoranda and other instruments as in our judgment are 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, the conformity to originals of all documents submitted to us as copies thereof.
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 Shares, when sold and issued in accordance with the Plans, respectively, and the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
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.
May 16, 2014
Page Two
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley llp
By: | /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