July 21, 2022
Graphite Bio, Inc.
201 Haskins Way, Suite 210
South San Francisco, CA 94080
Re: Securities Registered under Registration Statement on Form S-3
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) filed on July 21, 2022 with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the Securities Act), relating to the registration of the offering by Graphite Bio, Inc., a Delaware corporation (the Company) of up to $300,000,000 of any combination of securities of the types specified therein. Reference is made to our opinion letter dated as of the date hereof included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the prospectus (the Prospectus) filed by the Company pursuant to Rule 424 under the Securities Act contained in the Registration Statement. The Prospectus relates to the offering by the Company of up to $75,000,000 in shares (the Shares) of the Companys common stock, par value $0.00001 per share (Common Stock) covered by the Registration Statement. The Shares are being offered and sold by the sales agent named in, and pursuant to, a sales agreement between the Company and such sales agent.
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.
For purposes of the opinion set forth below, we have assumed that the Shares are issued for a price per share equal to or greater than the minimum price authorized by the Companys board of directors prior to the date hereof (the Minimum Price) and 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 that may be issued for the Minimum Price.
For purposes of the opinion set forth below, we refer to the following as Future Approval and Issuance: (a) the approval by the Companys board of directors (or a duly authorized committee of the board of directors) of the issuance of the Shares (the Approval) and (b) the issuance of the Shares in accordance with the Approval and the receipt by the Company of the consideration (which shall not be less than the par value of such Shares) to be paid in accordance with the Approval.
The opinion set forth below is limited to the Delaware General Corporation Law.
Graphite Bio, Inc.
July 21, 2022
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon Future Approval and Issuance, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion letter as an Exhibit 5.2 to the Registration Statement and to the references to our firm under the caption Legal Matters in the Prospectus. 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.
Very truly yours,
/s/ Goodwin Procter LLP
GOODWIN PROCTER LLP