Exhibit 5.1

 

				12670 High Bluff Drive San Diego, California 92130 Tel: +1.858.523.5400 Fax: +1.858.523.5450     www.lw.com   FIRM / AFFILIATE OFFICES
				Beijing		Moscow
				Boston		Munich
				Brussels		New York
				Century City		Orange County
				Chicago		Paris
				Dubai		Riyadh
				Düsseldorf		San Diego
April 13, 2022				Frankfurt		San Francisco
				Hamburg		Seoul
				Hong Kong		Shanghai
				Houston		Silicon Valley
				London		Singapore
				Los Angeles		Tokyo
				Madrid		Washington, D.C.
				Milan

Crinetics Pharmaceuticals, Inc.

10222 Barnes Canyon Road, Bldg. #2

San Diego, CA 92121

 

Re:

Registration Statement on Form S-3 (No. 333-258694); 5,625,563 shares of Common Stock, par value $0.001 per share

Ladies and Gentlemen:

We have acted as special counsel to Crinetics Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of 5,625,563 shares of common stock of the Company, par value $0.001 per share (the “Shares”). The offering of the Shares was made under a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on August 10, 2021 (Registration No. 333-258694) (the “Registration Statement”), a base prospectus dated August 10, 2021 included in the Registration Statement at the time it originally became effective (the “Base Prospectus”) and a prospectus supplement dated April 12, 2022 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). The Shares are being sold pursuant to an underwriting agreement dated April 12, 2022 by and among SVB Securities LLC, Evercore Group L.L.C. and Cantor Fitzgerald & Co., as representatives of the several underwriters listed on Schedule I thereto, and the Company (the “Underwriting Agreement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

April 13, 2022

Page 2

 

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Underwriting Agreement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Form 8-K dated April 13, 2022 and to the reference to our firm in the Prospectus under the heading “Legal Matters.” 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.