Exhibit 5.1

 

 

+1 212 230 8800 (t) +1 212 230 8888 (f) wilmerhale.com

 

March 4, 2021

IVERIC bio, Inc.

Five Penn Plaza, Suite 2372

New York, New York 10001

 

Re:

IVERIC bio, Inc.

Registration Statement on Form S-8

2013 Stock Incentive Plan

2019 Inducement Stock Incentive Plan

 

Ladies and Gentlemen:

 

We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 3,142,372 shares of common stock, $0.001 par value per share (the “Shares”), of IVERIC bio, Inc., a Delaware corporation (the “Company”), consisting of (i) 2,542,372 shares of Common Stock issuable under the Company’s 2013 Stock Incentive Plan, as amended by Amendment No. 1 to the 2013 Stock Incentive Plan (as amended, the “2013 Plan”) and (ii) 600,000 shares of Common Stock issuable under the Company’s 2019 Inducement Stock Incentive Plan, as amended by Amendment No. 1 and Amendment No. 2 to the 2019 Inducement Stock Incentive Plan (together with the 2013 Plan, the “Plans”).

 

We have examined the Certificate of Incorporation and Bylaws of the Company, each as amended and/or restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.

 

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

 

We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plans, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

 

We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

 

 

 

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

 

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

 

Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plans, the Shares will be validly issued, fully paid and nonassessable.

 

We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby 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 of the Commission.

 

	Very truly yours,
	WILMER CUTLER PICKERING HALE AND DORR LLP

 

	By:	/s/ Brian A. Johnson
		Brian A. Johnson, Partner

 

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2013 Stock Incentive Plan and the 2019 Inducement Stock Incentive Plan of IVERIC bio, Inc., of our reports dated March 4, 2021, with respect to the consolidated financial statements of IVERIC bio, Inc and the effectiveness of internal control over financial reporting of IVERIC bio, Inc included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

Iselin, New Jersey

 

March 4, 2021

 

 

 

Exhibit 99.5

 

AMENDMENT NO. 2 TO

 

2019 INDUCEMENT STOCK INCENTIVE PLAN

 

OF

 

IVERIC BIO, INC.

 

The 2019 Inducement Stock Incentive Plan (the “Plan”) of IVERIC bio, Inc. (the “Company”) is hereby amended as follows (all capitalized terms used and not defined herein shall have the respective meanings ascribed to such terms in the Plan):

 

1.

Section 4(a)(1) of the Plan be and hereby is deleted in its entirety and the following is inserted in lieu thereof:

 

(1)     Authorized Number of Shares. Subject to adjustment under Section 9, Awards may be made under the Plan for up to 2,600,000 shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”). Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

 

2.

Except as set forth herein, the Plan shall remain in full force and effect.

 

* * *

 

Approved by the Board of Directors on February 24, 2021.