Exhibit 5.1
March 11, 2025
Xilio
Therapeutics, Inc.
828 Winter Street, Suite 300
Waltham,
Massachusetts 02451
|
Re: |
Xilio Therapeutics, Inc. 2021 Stock Incentive Plan |
Xilio Therapeutics, Inc. 2021 Employee Stock Purchase Plan
Xilio Therapeutics, Inc. Amended and Restated 2022 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 3,752,086 shares of common stock, $0.0001 par value per share (the Shares), of Xilio Therapeutics, Inc., a Delaware corporation (the Company), of
which (i) 2,293,405 shares are issuable under the Companys 2021 Stock Incentive Plan (the SIP), (ii) 458,681 shares are issuable under the Companys 2021 Employee Stock Purchase Plan (the ESPP), and (iii) 1,000,000
shares are issuable under the Companys Amended and Restated 2022 Inducement Stock Incentive Plan (the ISIP, and, together with the SIP and the ESPP, the Plans).
We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and
restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the board of directors and stockholders of the Company, the Registration Statement, the Plans 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.