Exhibit 5.1
February 27, 2025
89bio, Inc.
655 Montgomery
Street, Suite 1500
San Francisco, CA 94111
| Re: |
Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have examined the
Registration Statement on Form S-8 (the “Registration Statement”) of 89bio, Inc., a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the
“Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 5,992,471 shares of the Company’s Common Stock, par value $0.001 per share (the
“Shares”). The Shares are to be issued under the Amended and Restated 89bio, Inc. 2019 Equity Incentive Plan and the 89bio, Inc. 2019 Employee Stock Purchase Plan (collectively, the “Plans”).
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as
being true and complete copies, of the originals, of such documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the
opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as
originals and the conformity to original documents of all documents submitted to us as copies.
We have also assumed that there are no
agreements or understandings between or among the Company and any participants in the Plans that would expand, modify or otherwise affect the terms of the Plans or the respective rights or obligations of the participants thereunder. Based upon the
foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued and sold against payment therefor in accordance with the terms set forth in the applicable
Plan as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable.
We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the
“DGCL”). We are not admitted to practice in the State of Delaware; however, we are generally familiar with the DGCL as currently in effect and have made such inquiries as we consider necessary to render the opinions above. This opinion is
limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such law or the interpretations thereof or such facts.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the
caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7
of the Securities Act or the Rules and Regulations of the Commission.
|
| Very truly yours, |
|
| /s/ Gibson, Dunn & Crutcher LLP |
Gibson, Dunn & Crutcher LLP
One Embarcadero Center Suite 4000 | San Francisco, CA 94111-3715 | T: Tel 415.393.8200 | F: 310.551.8741 | gibsondunn.com
