March 8, 2018
333 Allerton Ave.
South San Francisco, CA 94080
||Securities Being Registered under Registration Statement on Form S-3 |
Ladies and Gentlemen:
We have acted as counsel
to you in connection with your filing of a Registration Statement on Form S-3 (as amended or supplemented, the Registration Statement) pursuant to the Securities Act of 1933, as amended (the
Securities Act), relating to the registration of any combination of (i) common stock, par value $0.0001 per share (the Common Stock), of MyoKardia, Inc., a Delaware corporation (the Company),
(ii) preferred stock, par value $0.0001 per share, of the Company (the Preferred Stock), (iii) debt securities of the Company (Debt Securities), (iv) warrants to purchase Common Stock, Preferred Stock and/or
Debt Securities (Warrants), and (v) units comprised of Common Stock, Preferred Stock, Debt Securities, Warrants and other securities in any combination (Units). The Common Stock, Preferred Stock, Debt Securities,
Warrants and Units are sometimes referred to collectively herein as the Securities. Securities may be issued in an unspecified number (with respect to Common Stock, Preferred
Stock, Warrants and Units) or in an unspecified principal
amount (with respect to Debt Securities). The Registration Statement provides that the Securities may be offered separately or together, in separate series, in amounts, at prices and on terms to be set forth in one or more prospectus supplements
(each a Prospectus Supplement) to the prospectus contained in the Registration Statement.
We have reviewed such documents and
made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth
below, on certificates of officers of the Company.
The opinions set forth below are limited to the Delaware General Corporation Law and
the law of New York.
For purposes of the opinions set forth below, without limiting any other exceptions or qualifications set forth
herein, we have assumed that after the issuance of any Securities offered pursuant to the Registration Statement, the total number of issued shares of Common Stock or Preferred Stock, as applicable, together with the total number of shares of such
stock issuable upon the exercise, exchange, conversion or settlement, as the case may be, of any exercisable, exchangeable or convertible security (including without limitation any Unit), as the case may be, then outstanding, will not exceed the
total number of authorized shares of Common Stock or Preferred Stock, as applicable, under the Companys certificate of incorporation as then in effect (the Charter).