+1 212 479 6474
January 18, 2018
2275 Half Day Road, Suite 200
Bannockburn, Illinois 60015
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the offering by AveXis, Inc., a Delaware corporation (the Company), of up to 4,509,840 shares (the Shares) (including up to 588,240 shares that may be sold pursuant to the underwriters exercise of an option to purchase additional shares) of the Companys common stock, par value $0.0001 per share (the Common Stock), pursuant to a Registration Statement on Form S-3 (Registration No. 333-216814) (the Registration Statement), filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Act), the related prospectus dated March 17, 2017 (the Base Prospectus) and the prospectus supplement dated January 16, 2018, filed with the Commission pursuant to Rule 424(b) under the Act (the Prospectus Supplement, and, together with the Base Prospectus, the Prospectus).
In connection with this opinion, we have examined and relied upon the Registration Statement, the Prospectus,
the Companys Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, the accuracy, completeness and authenticity of certificates of public officials, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold in accordance with the Registration Statement and the related Prospectus, will be validly issued, fully paid and nonassessable.
Cooley LLP 1114 Avenue of the Americas New York, NY 10036
t: (212) 479-6000 f: (212) 479-6275 cooley.com