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March 30, 2026
Neumora Therapeutics, Inc.
260 Arsenal Place, Suite 1
Watertown, Massachusetts 02472
Re: Registration Statement on Form S-8; 10,455,619 shares of Common Stock of Neumora Therapeutics, Inc., par value $0.0001 per share
To the addressee set forth above:
We have acted as special counsel to Neumora Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of an aggregate of 10,455,619 shares of common stock of the Company, par value $0.0001 per share (the “Shares”), issuable under the Company’s 2023 Incentive Award Plan (the “2023 Plan”) and 2023 Employee Stock Purchase Plan (together with the 2023 Plan, the “Plans”).
The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on March 3, 2025 (the “Registration Statement”). 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 related prospectuses, other than as expressly stated herein with respect to the issuance 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
