Exhibit 5.1
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| | Orrick, Herrington & Sutcliffe LLP The Orrick Building 405 Howard Street San Francisco, CA 94105-2669 +1 415 773 5700 orrick.com |
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| December 2, 2021 | | |
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| | F +1 415 773 5759 |
Twist Bioscience Corporation
681 Gateway Blvd.
South San Francisco, CA 94080
| | Re: | Twist Bioscience Corporation |
Registration Statement on Form S-3 (No. 333-238906); 1,346,287 shares of common stock
Ladies and Gentlemen:
At your request, we have examined the Prospectus Supplement (as defined below), filed with the Securities and Exchange Commission (the “Commission”) relating to the offering from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act of 1933, as amended (the “Securities Act”), by the selling stockholders named in the Prospectus Supplement (the “Selling Securityholders”), of up to 1,346,287 shares of common stock, par value $0.0001 per share (the “Common Stock”), of Twist Bioscience Corporation, a Delaware corporation (the “Company”). The resale of the Common Stock is being registered pursuant to a registration statement on Form S-3 under the Securities Act, filed with the Commission on June 3, 2020 (Registration No. 333-238906) (the “Registration Statement”), a base prospectus dated June 3, 2020 included in the Registration Statement at the time it originally became effective (the “Base Prospectus”), and a prospectus supplement dated December 2, 2021 filed with the Commission pursuant to Rule 424(b) under the Act (the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”).
We have examined the originals, or copies identified to our satisfaction, of such corporate records of the Company, certificates of public officials, officers of the Company, and other persons, and such other documents, agreements and instruments as we have deemed relevant and necessary for the basis of our opinions hereinafter expressed. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy, and completeness of the information, representations, and warranties contained in the records, documents, instruments, and certificates we have reviewed.
