Exhibit 5.1
Mark B. Weeks
T: +1 650 843
5011
mweeks@cooley.com
February 27, 2024
Vaxcyte, Inc.
825 Industrial Road, Suite 300
San Carlos, California 94070
Ladies and Gentlemen:
We have acted as counsel to Vaxcyte, 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 (the Commission) covering the offering of up to
4,768,241 shares (the Shares) of the Companys common stock, par value $0.001 per share, issuable pursuant to the Companys 2020 Equity Incentive Plan (the Plan).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectus, (b) the Plan,
(c) the Companys certificate of incorporation and bylaws, each as currently in effect, and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable
us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy,
completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the
effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws
are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the
Registration Statement and the related prospectus, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are
made in full).
This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond
the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may
hereafter come to our attention or any changes in law that may hereafter occur.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. 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 Securities Act of 1933, as amended, or the rules and regulations of the Commission
thereunder.
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Street Palo Alto, CA 94304-1130
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