Exhibit 5.1
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Goodwin Procter LLP 100 Northern
Avenue Boston, MA 02210
goodwinlaw.com +1 617 570 1000 |
February 22, 2024
Kymera Therapeutics, Inc.
200 Arsenal Yards Blvd., Suite 230
Watertown, MA 02472
Re: Securities
Being Registered under Registration Statement on Form S-8
We have acted as counsel to you in
connection with your filing of a Registration Statement on Form S-8 (the Registration Statement) pursuant to the Securities Act of 1933, as amended (the Securities Act), on or about the
date hereof relating to an aggregate of (i) 2,223,412 shares (the Plan Shares) of common stock, $0.0001 par value per share (the Common Stock), of Kymera Therapeutics, Inc., a Delaware corporation (the Company),
that may be issued pursuant to the Kymera Therapeutics, Inc. 2020 Stock Option and Incentive Plan (the Incentive Plan) and (ii) 438,898 shares (the ESPP Shares and together with the Plan Shares, the Shares) of the
Common Stock that may be issued pursuant to the Amended and Restated Kymera Therapeutics, Inc. 2020 Employee Stock Purchase Plan (the ESPP and, together with the Incentive Plan, the Plans).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have
relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock
available for issuance by the Company to be less than the number of then unissued Shares.
Based on the foregoing, we are of the opinion
that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.
This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74
Business Lawyer 815 (Summer 2019).