Exhibit 5.1
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| August 7, 2023
Sage Therapeutics, Inc. 215 First Street
Cambridge, MA 02142 |
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+1 617 526 6000 (t)
+1 617 526 5000 (f)
wilmerhale.com |
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| Re: |
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2014 Employee Stock Purchase 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 500,000 shares of common stock, $0.0001 par value per share (the “Shares”), of Sage Therapeutics, Inc., a Delaware
corporation (the “Company”), issuable under the Company’s 2014 Employee Stock Purchase Plan (the “Plan”).
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 board of directors and stockholders of
the Company, the Registration Statement, the Plan 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 Plan 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.
Please note that we are opining only as to the matters expressly set forth herein, and
no opinion should be inferred as to any other matters.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized for
issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act
or the rules and regulations of the Commission.
