Exhibit 5.1
May 30, 2024
+ 1 617 526 6000 (t)
+ 1 617 526
5000 (f)
wilmerhale.com
Karyopharm
Therapeutics Inc.
85 Wells Avenue, 2nd Floor
Newton, MA
02459
|
Re: |
Amended & Restated 2013 Employee Stock Purchase Plan, as amended |
2022 Equity Incentive Plan, as amended
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 11,000,000 shares of common stock,
$0.0001 par value per share (the Shares), of Karyopharm Therapeutics Inc., a Delaware corporation (the Company), issuable under the Companys Amended & Restated 2013 Employee Stock Purchase Plan, as amended, and
2022 Equity Incentive Plan, as amended (collectively, the Plans).
We have examined the Certificate of Incorporation and By-Laws 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 board of 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, 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.
It is understood that this opinion is to be used only in connection with
the offer and sale of the Shares while the Registration Statement is in effect.