Exhibit 5.1
February 27, 2024
+1 617 526 6000 (t)
+1 617 526 5000
(f)
wilmerhale.com
Apellis Pharmaceuticals,
Inc.
100 Fifth Avenue
Waltham, MA 02451
|
Re: |
2017 Stock Incentive Plan |
2020 Inducement Stock Incentive Plan
Ladies and
Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8 (the
Registration Statement) to be filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), relating to an aggregate of
4,419,409 shares of common stock, $0.0001 par value per share (Common Stock), of Apellis Pharmaceuticals, Inc., a Delaware corporation (the Company), consisting of (i) 4,219,409 shares (the 2017 Plan
Shares), issuable under the Companys 2017 Stock Incentive Plan (the 2017 Plan) and (ii) 200,000 shares of Common Stock (together with the 2017 Plan Shares, the Shares) issuable under the
Companys 2020 Inducement Stock Incentive Plan (together with the 2017 Plan, the Plans).
We have examined the Certificate of
Incorporation and Bylaws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration
Statement, the Plans and such other documents relating to the Company as we have deemed material for the purposes of this opinion.
In our examination of
the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other
copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.
We assume that the
appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plans, as applicable, to register and qualify the Shares for sale under all applicable state securities or blue sky laws.
We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware.