EX-5.1 3 d53772dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

  140 Scott Drive
  Menlo Park, California 94025
  Tel: +1.650.328.4600 Fax: +1.650.463.2600
www.lw.com
LOGO   FIRM / AFFILIATE OFFICES
  Austin    Milan
  Beijing    Munich
  Boston    New York
  Brussels    Orange County
  Century City    Paris
May 13, 2025   Chicago    Riyadh
  Dubai    San Diego
  Düsseldorf    San Francisco
  Frankfurt    Seoul
  Hamburg    Silicon Valley
  Hong Kong    Singapore
  Houston    Tel Aviv
  London    Tokyo
  Los Angeles    Washington, D.C.
  Madrid   

CytomX Therapeutics, Inc.

151 Oyster Point Boulevard, Suite 400

South San Francisco, California 94080

 

  Re:

Registration Statement No. 333-281433 on Form S-3

To the addressee set forth above:

We have acted as special counsel to CytomX Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 76,923,076 shares of common stock, $0.00001 par value per share (the “Shares”). The Shares are included in 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 9, 2024 (Registration No. 333-281433) (as so filed and as amended, the “Registration Statement”), a base prospectus dated August 19, 2024 included in the Registration Statement (the “Base Prospectus”) and a prospectus supplement dated May 12, 2025 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 May 12, 2025, by and among Jefferies LLC and Piper Sandler & 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 related 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.

 


May 13, 2025

Page 2

 

LOGO

 

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 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 Current Report on Form 8-K dated May 13, 2025, and to the reference to our firm contained 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.

 

Sincerely,
/s/ Latham & Watkins LLP