March 9, 2018
Tocagen Inc.
3030 Bunker Hill Street, Suite 230
San Diego, CA 92109
Ladies and Gentlemen:
We have acted as counsel to Tocagen Inc., a Delaware corporation (the “Company”), and you have requested our opinion 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, covering the offering of up to an aggregate of 994,128 shares of the Company’s Common Stock, $0.001 par value, including (i) 795,302 shares (the “2017 Plan Shares”) reserved for issuance pursuant to the Company’s 2017 Equity Incentive Plan (the “2017 Plan”), and (ii) 198,826 shares (the “ESPP Shares”) reserved for issuance pursuant to the Company’s 2017 Employee Stock Purchase Plan (the “2017 ESPP”).
In connection with this opinion, we have examined and relied upon the Registration Statement and the related prospectuses included therein, the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as currently in effect, the 2017 Plan and the 2017 ESPP and the originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as we deem necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the 2017 Plan Shares, when sold and issued in accordance with the 2017 Plan and applicable stock option agreement, and the ESPP Shares, when sold and issued in accordance with the 2017 ESPP, and in each case when sold and issued in accordance with the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
Cooley LLP 4401 Eastgate Mall San Diego, CA 92121
t: (858) 550-6000 f: (858) 550-6420 cooley.com
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley LLP
By: |
| /s/ Karen Deschaine Anderson |
|
| Karen Deschaine Anderson |
Cooley LLP 4401 Eastgate Mall San Diego, CA 92121
t: (858) 550-6000 f: (858) 550-6420 cooley.com