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8-K primary document
VERA · Current Report (Form 8-K) · Filed December 10, 2025

Vera Therapeutics Inc8-K exhibit

d870139dex51.htm
EX-5.1

Exhibit 5.1

 

  1271 Avenue of the Americas
  New York, New York 10020-1401
  Tel: +1.212.906.1200 Fax: +1.212.751.4864 www.lw.com
LOGO   FIRM / AFFILIATE OFFICES
  Austin    Milan
  Beijing    Munich
  Boston    New York
  Brussels    Orange County
  Chicago    Paris
  Dubai    Riyadh
  Düsseldorf    San Diego
  Frankfurt    San Francisco
  Hamburg    Seoul
December 10, 2025   Hong Kong    Silicon Valley
  Houston    Singapore
Vera Therapeutics, Inc.   London    Tel Aviv
2000 Sierra Point Parkway, Suite 1200   Los Angeles    Tokyo
Brisbane, California 94005   Madrid    Washington, D.C.

Re: Registration Statement No. 333–282861; 7,058,824 shares of Common Stock, par value $0.001 per share

To the addressee set forth above:

We have acted as special counsel to Vera Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 7,058,824 shares of common stock, par value $0.001 per share (the “Shares”). The Shares are included in a registration statement on Form S–3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on October 28, 2024 (Registration No. 333–282861) (as amended, the “Registration Statement”), and are being offered pursuant to a base prospectus dated October 28, 2024 (the “Base Prospectus”), a preliminary prospectus supplement dated December 8, 2025 filed with the Commission pursuant to Rule 424 (b) under the Act (the “Preliminary Prospectus”) and a prospectus supplement dated December 9, 2025 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). The Shares are being sold pursuant to an underwriting agreement dated December 9, 2025, by and among the Company, J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Evercore Group L.L.C. and Cantor Fitzgerald & Co. as representatives of the several underwriters named in Schedule I thereto (the “Underwriting Agreement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.


December 10, 2025

Page 2

 

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Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor in the circumstances contemplated by the Underwriting Agreement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Form 8-K dated December 10, 2025 and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Sincerely,

/s/ Latham & Watkins LLP

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