Exhibit 5.1



200 Clarendon Street


Boston, Massachusetts 02116


Tel: +1.617.948.6000 Fax: +1.617.948.6001










Century City






Hong Kong



Los Angeles





New York

Orange County



San Diego

San Francisco



Silicon Valley



Washington, D.C.





May 20, 2019









BioXcel Therapeutics, Inc.

555 Long Wharf Drive

New Haven, CT 06511


Re:                             Registration Statement on Form S-3; Shares of Common Stock, $0.001 par value per share, having an aggregate offering price of up to $20,000,000


Ladies and Gentlemen:


We have acted as special counsel to BioXcel Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the sale from time to time by the Company of shares (the “Shares”) of common stock, $0.001 par value per share (the “Common Stock”), having an aggregate offering price of up to $20,000,000, to be issued pursuant to (i) a registration statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on April 1, 2019, (ii) a base prospectus (the “Base Prospectus”) and related prospectus supplement (together with Base Prospectus, the “Prospectus”) and (iii) that certain Sales Agreement, dated as of May 20, 2019, by and between the Company and Jefferies LLC (the “Sales 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 the 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 the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.



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 (not less than par value) in the circumstances contemplated by the Sales 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 (i) the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL and (ii) upon the issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under its Restated Certificate of Incorporation.


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 Registration Statement 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.



Very truly yours,




/s/ Latham & Watkins LLP