200 Clarendon Street
Boston, Massachusetts 02116
Tel: +1.617.948.6000 Fax: +1.617.948.6001
|FIRM / AFFILIATE OFFICES|
|Century City||Orange County|
|July 31, 2018||Düsseldorf||Rome|
28 Wells Avenue, Third Floor
Yonkers, New York 10701
Registration Statement on Form S-3 (No. 333-217989)
Ladies and Gentlemen:
We have acted as special counsel to ContraFect Corporation, a Delaware corporation (the Company), in connection with the proposed issuance of 5,000,000 shares (the Shares) of common stock, par value $0.0001 per share, pursuant to 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 May 12, 2017 (File No. 333-217989), including the information deemed to be a part of the registration statement pursuant to Rule 430B of the Act (as so filed, the Registration Statement), a base prospectus dated May 25, 2017 (the Base Prospectus), a preliminary prospectus supplement dated July 26, 2018 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the Preliminary Prospectus), and a prospectus supplement dated July 27, 2018 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 July 27, 2018 by and between Piper Jaffray & Co., as representative 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, the Preliminary Prospectus 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.
July 31, 2018
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 Companys Form 8-K dated July 31, 2018 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.
|Very truly yours,|
|/s/ LATHAM & WATKINS LLP|