EXHIBIT 5.1
Matthew B. Hemington
T: +1 650 843 5062
hemingtonmb@cooley.com
June 5, 2015
SCYNEXIS, Inc.
3501 C Tricenter Boulevard
Durham, North Carolina 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 510,726 of the Companys Common Stock, par value $0.001 per share (the Shares) issuable pursuant to the Companys 2014 Equity Incentive Plan (the Plan).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Plan, (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 Plan 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).
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