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SEC Filings

SERES THERAPEUTICS, INC. filed this Form S-3 on 03/16/2017
Entire Document

Exhibit 5.1



200 Clarendon Street

Boston, Massachusetts 02116

Tel: +1.617.948.6000 Fax: +1.617.948.6001

  Barcelona    Moscow
  Beijing    Munich
  Boston    New York
  Brussels    Orange County
  Century City    Paris
  Chicago    Riyadh
  Dubai    Rome
  Düsseldorf    San Diego
  Frankfurt    San Francisco
  Hamburg    Seoul
  Hong Kong    Shanghai
  Houston    Silicon Valley
March 16, 2017   London    Singapore
  Los Angeles    Tokyo
  Madrid    Washington, D.C.
Seres Therapeutics, Inc.   Milan   

200 Sidney Street

Cambridge, MA 02139


  Re: Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Seres Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with its filing on the date hereof with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-3 (as amended, the “Registration Statement”), including a base prospectus (the “Base Prospectus”), which provides that it will be supplemented by one or more prospectus supplements (each such prospectus supplement, together with the Base Prospectus, a “Prospectus”), under the Securities Act of 1933, as amended (the “Act”), relating to the registration for issue and sale by the Company of up to $150 million offering price of (i) shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), (ii) shares of one or more series of the Company’s preferred stock, $0.001 par value per share (“Preferred Stock”), (iii) one or more series of the Company’s debt securities (collectively, “Debt Securities”) to be issued under an indenture to be entered into between the Company, as issuer, and Wilmington Trust, National Association, as trustee (a form of which is included as Exhibit 4.2 to the Registration Statement) and one or more board resolutions, supplements thereto or officer’s certificates thereunder (such indenture, together with the applicable board resolution, supplement or officer’s certificate pertaining to the applicable series of Debt Securities, the “Applicable Indenture”), (iv) warrants (“Warrants”), and (v) units (“Units”). The Common Stock, Preferred Stock, Debt Securities, Warrants, and Units, plus any additional Common Stock, Preferred Stock, Debt Securities, Warrants, and Units that may be registered pursuant to any subsequent registration statement that the Company may hereafter file with the Commission pursuant to Rule 462(b) under the Act in connection with the offering by the Company contemplated by the Registration Statement, are referred to herein collectively as the “Securities.”

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