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Sarepta Therapeutics, Inc. – ‘S-8’ on 11/1/17 – ‘EX-5.1’

On:  Wednesday, 11/1/17, at 4:45pm ET   ·   Effective:  11/1/17   ·   Accession #:  1193125-17-329546   ·   File #:  333-221271

Previous ‘S-8’:  ‘S-8’ on 8/9/16   ·   Next:  ‘S-8’ on 12/7/18   ·   Latest:  ‘S-8’ on 8/2/23   ·   4 References:   

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/01/17  Sarepta Therapeutics, Inc.        S-8        11/01/17    3:56K                                    Donnelley … Solutions/FA

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to         HTML     39K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5.1      Opinion re: Legality                                HTML      9K 
 3: EX-23.1     Consent of Experts or Counsel                       HTML      5K 


EX-5.1   —   Opinion re: Legality


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-5.1  

Exhibit 5.1

LOGO   

ROPES & GRAY LLP

PRUDENTIAL TOWER

800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

November 1, 2017

Sarepta Therapeutics, Inc.

215 First Street, Suite 415

Cambridge, MA 02142

Ladies and Gentlemen:

This opinion letter is furnished to you in connection with the registration statement on Form S-8 (the “Registration Statement”), filed by Sarepta Therapeutics, Inc., a Delaware corporation (the “Company”), on the date hereof, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 3,800,000 shares of Common Stock, $0.0001 par value, of the Company (the “Shares”). The Shares are issuable under the Company’s 2014 Employment Commencement Incentive Plan, as amended (the “Plan”).

We are familiar with the actions taken by the Company in connection with the adoption of the Plan. We have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.

The opinions expressed below are limited to the Delaware General Corporation Law.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued and sold in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. 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 Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-8’ Filing    Date    Other Filings
Filed on / Effective on:11/1/1710-Q
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4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/28/24  Sarepta Therapeutics, Inc.        S-8 POS     3/28/24    4:220K                                   Donnelley … Solutions/FA
 3/28/24  Sarepta Therapeutics, Inc.        S-8 POS     3/28/24    4:220K                                   Donnelley … Solutions/FA
 3/28/24  Sarepta Therapeutics, Inc.        S-8 POS     3/28/24    4:220K                                   Donnelley … Solutions/FA
 3/28/24  Sarepta Therapeutics, Inc.        S-8 POS     3/28/24    4:220K                                   Donnelley … Solutions/FA
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Filing Submission 0001193125-17-329546   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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