EX-5.1
Published on February 4, 2014
Exhibit 5.1
Brent B. Siler
T: +1 703 456 8058
bsiler@cooley.com
February 4, 2014
Trevena, Inc.
1018 West 8th Avenue, Suite A
King of Prussia, PA 19406
Ladies and Gentlemen:
We have represented Trevena, Inc., a Delaware corporation (the Company), in connection with the filing by the Company 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 3,764,049 shares of the Companys Common Stock, $0.001 par value (the Shares), including (i) 2,873,064 shares (the 2008 Plan Shares) reserved for issuance upon the exercise of options issued under the Companys 2008 Equity Incentive Plan (the 2008 Plan), (ii) 664,639 shares (the 2013 Plan Shares) reserved for issuance pursuant to the Companys 2013 Equity Incentive Plan (the 2013 Plan), and (iii) 225,806 shares (the ESPP Shares) reserved for issuance pursuant to the Companys 2013 Employee Stock Purchase Plan (the ESPP, and collectively with the 2008 Plan, the 2013 Plan and the ESPP, the Plans).
In connection with this opinion, we have examined and relied upon the Registration Statement and the related prospectuses, the Companys Third Amended and Restated Certificate of Incorporation, as amended, and Bylaws, each as currently in effect, its forms of Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws to be effective upon the closing of the Companys initial public offering, the Plans and 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 and the conformity to originals of all documents submitted to us as copies thereof.
Our opinion is expressed only with respect to the federal laws of the United States of America and the General Corporation Law of the State of Delaware. We express no opinion as to whether the laws of any particular jurisdiction other than those identified above are applicable to the subject matter hereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion the 2008 Plan Shares, when sold and issued in accordance with the 2008 Plan, the 2013 Plan Shares, when sold and issued in accordance with the 2013 Plan, and the ESPP Shares, when sold and issued in accordance with the ESPP, and in each case when sold and issued in accordance with 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).
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