Exhibit 5.1
August 10,
2023
Cabaletta Bio, Inc.
2929 Arch Street, Suite 600
Philadelphia, PA 19104
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 3,000,000 shares (the Shares) of Common Stock, $0.00001 par value per share (Common Stock), of Cabaletta Bio, Inc., a Delaware corporation (the Company), that may be issued pursuant to the
Companys 2019 Stock Option and Incentive Plan, as amended (the Plan).
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 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 Plan, 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).
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that
we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
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Very truly yours, |
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/s/ Goodwin Procter LLP GOODWIN PROCTER
LLP |