Exhibit 5.1
Claire Keast-Butler
+44 (0) 20 7556 4211
ckeastbutler@cooley.com
Silence Therapeutics plc
27 Eastcastle Street
London W1W 8DH
United Kingdom
1 August 2023
Ladies and Gentlemen:
Re: Silence Therapeutics plc – Registration Statement on Form S-8 – Exhibit 5.1
Cooley (UK) LLP 22 Bishopsgate London EC2N 4BQ, UK
t: +44 (0) 20 7583 4055 f: +44 (0) 20 7785 9355 cooley.com
Cooley (UK) LLP is a limited liability partnership and is registered in England and Wales with registered number OC395270. Our registered office is at the address above. Cooley (UK) LLP is authorised and regulated by the Solicitors Regulation Authority (SRA number 617791). A list of the members of Cooley (UK) LLP and their professional qualifications is open to inspection at its registered office. The word 'partner,' used in relation to Cooley (UK) LLP, refers to a member of Cooley (UK) LLP or an employee or consultant of Cooley (UK) LLP (or any affiliated firm) of equivalent standing.
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The Ordinary Shares set out in paragraphs (a) and (b) above are referred to in this opinion letter as the “Shares”.
For the purpose of issuing this letter, we have reviewed the following documents only:
(a) the resolutions passed at a general meeting of the Company held on 23 July 2020, at which it was resolved, inter alia, to amend the 2018 Equity Plans and adopt the U.S. Sub-Plan and the U.S. Non-Employee Sub Plan (the “July 2020 Shareholder Resolutions”);
(b) the resolutions passed at the annual general meeting of the Company held on 15 June 2021, at which it was resolved, inter alia, to (i) authorise the Directors for the purposes of section 551 of the Companies Act 2006 (the “Companies Act”) to allot shares in the Company and grant rights to subscribe for, or convert any security into, shares in the Company up to a maximum aggregate nominal amount of £1,475,080.88 (plus an additional aggregate nominal amount of £1,475,080.88 in connection with a rights issue) and (ii) empower the Directors to allot equity securities (as defined in section 560 of the Companies Act) pursuant to such authority as if section 561(1) of the Companies Act did not apply to such allotment in connection with a pre-emptive offering and otherwise up to
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a maximum aggregate nominal amount of £893,988.41 (the “June 2021 Shareholder Resolutions”); and
(c) the resolutions passed at the annual general meeting of the Company held on 27 April 2023 at which it was resolved, inter alia, to (i) approve the 2023 Equity Plan, (ii) authorise the Directors for the purposes of section 551 of the Companies Act to allot shares in the Company and grant rights to subscribe for, or convert any security into, shares in the Company up to a maximum aggregate nominal amount of £5,402,633.25 and (iii) empower the Directors to allot equity securities (as defined in section 560 of the Companies Act) for cash pursuant to the authority referred to in (ii) as if section 561(1) of the Companies Act did not apply to the allotment (the “April 2023 Shareholder Resolutions” and, together with the July 2020 Shareholder Resolutions and the June 2021 Shareholder Resolutions, the “Shareholder Resolutions”);
In addition to examining the documents referred to in paragraph 2 (Documents), we have carried out the following searches only:
Subject to the assumptions set out in paragraph 5 (Assumptions), the scope of the opinion set out in paragraph 6 (Scope of Opinion) and the reservations set out in paragraph 7 (Reservations), and subject further to the following:
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it is our opinion that, as at today’s date, the Shares, if and when allotted and issued, registered in the name of the recipient in the register of members of the Company and delivered in accordance with the terms and conditions referred to in the applicable 2018 Equity Plan or the 2023 Equity Plan, and as described in the Registration Statement, will be duly and validly authorised and issued, fully paid or credited as fully paid (subject to the receipt of valid consideration by the Company for the issue thereof) and will not be subject to any call for payment of further capital.
In giving the opinion in this letter, we have assumed (without making enquiry or investigation) that:
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since notice of these matters may not be filed with the Registrar of Companies in England and Wales immediately and, when filed, may not be entered on the public database or recorded on the public microfiches of the relevant company immediately.
In addition, such a company search is not capable of revealing, prior to the making of the relevant order, whether or not a winding-up petition or a petition for an administration order has been presented.
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Yours faithfully
/s/ Cooley (UK) LLP
Cooley (UK) LLP
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