Freeline Therapeutics Holdings plc

Stevenage Bioscience Catalyst

Gunnels Wood Road

Stevenage SG1 2FX

United Kingdom

40 BANK STREET

CANARY WHARF

LONDON E14 5DS

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TEL: (020) 7519-7000

FAX: (020) 7519-7070

www.skadden.com

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We have acted as special English legal advisers for Freeline Therapeutics Holdings plc, a public company with limited liability incorporated under the laws of England and Wales (the “Company”), in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”) of a prospectus supplement dated 17 November 2021 (the “Prospectus Supplement”), being a supplement to a registration statement on Form F-3 of the Company (File No. 333-259444) filed on 10 September 2021 (the “Registration Statement”) with the Commission under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the terms of an Open Market Sale Agreement dated 17 November 2021 (the “Sale Agreement”) between the Company and Jefferies LLC (the “Agent”), the Company has agreed to issue and sell, through the Agent as sales agent and/or principal, American Depositary Shares (the “ADSs”), each representing one ordinary share of nominal value £0.0001 in the capital of the Company (the “Ordinary Shares”), in the manner and subject to the terms and conditions in the Sale Agreement.

This opinion is delivered to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

For the purposes of giving this opinion, we have examined the following documents:

a copy of the Registration Statement;

a copy of the Prospectus Supplement filed with the Commission on 17 November 2021;

an executed copy of the Sale Agreement;

an executed copy of a certificate signed by the Secretary of the Company dated the date of this opinion and the documents attached thereto (the “Certificate”);

copies of the original certificate of incorporation and the certificate of incorporation on re-registration as a public company of the Company, in the form attached to the Certificate;

a copy of the Company’s Memorandum and Articles of Association (the “Articles”), as adopted by a special resolution passed on 31 July 2020, in the form attached to the Certificate;

a certified copy of an extract of the minutes of the meeting of the Board of Directors of the Company (the “Board”) held on 9 September 2021, in the form attached to the Certificate; and

an executed copy of the minutes of the meeting of the Transaction Committee of the Board (the “Transaction Committee”) held on 4 November 2021, in the form attached to the Certificate,

This opinion is limited to English law as currently applied by the English courts and is given on the basis that it will be governed by and construed in accordance with English law in force on the date of this opinion. Accordingly, we express no opinion with regard to any other system of law. In particular, we express no opinion as to whether English law is consistent with the laws of the European Union, to the extent relevant on the date of this opinion. To the extent that the laws of any other jurisdiction (or the laws of the European Union) may be relevant, we express no opinion as to such laws, we have made no investigation thereof, and our opinion is subject to the effect of such laws. It should be understood that we have not been responsible for investigating or verifying the accuracy of any facts or the reasonableness of any statement of opinion or intention contained in or relevant to any Document.

In considering the Documents and for the purpose of rendering this opinion we have with your consent assumed without investigation or verification:

the genuineness of all signatures (including electronic signatures) on, and the authenticity and completeness of, all documents submitted to us, the conformity to original documents of all documents submitted to us as certified, electronic, photostatic or facsimile copies and the authenticity of the originals of such latter documents;

that the copy of the executed Sale Agreement presented to us is an accurate copy of the Sale Agreement in the form it existed when it was executed;

that there is no agreement or arrangement which modifies, supersedes or is inconsistent with any Document;

that each of the statements contained in the Certificate is true and correct as at the date of this opinion;

that the resolutions contained in the minutes referred to in paragraphs 3(g) and 3(h) were validly passed and remain in full force and effect without modification;

that the Sale Agreement constitutes valid and binding obligations of each of the parties thereto enforceable under all applicable laws;

that, at the time of the issuance and allotment of any Ordinary Shares (the “Issue Date”):

the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act;

the Company is duly incorporated and validly existing and will have all corporate and other power and capacity to enter into and perform all of its obligations under, and will have taken all requisite action to issue and deliver the relevant Ordinary Shares;

the Company has not been deemed unable to and will not become, as a result of issuing the relevant Ordinary Shares or entering into and performing its obligations under the relevant Documents, unable to pay its debts for the purposes of the Insolvency Act 1986 or any other analogous legislation;

the Company has complied with all applicable laws to execute and deliver the relevant Documents and allot and issue the relevant Ordinary Shares and the Company (either by its Board, its Transaction Committee or any delegatees appointed by its Transaction Committee) has duly authorised the allotment and issue of the relevant Ordinary Shares;

the performance of the provisions of the relevant Documents that either fall to be performed outside England or that are impacted by applicable local law, is not contrary to applicable local law and there is no local legal requirement that the performance of such obligations needs to be governed by local law;

the directors of the Company will be duly authorised pursuant to the Articles as in force on the Issue Date, the Companies Act 2006 and any relevant authority given by the members of the Company in a general meeting to allot and issue the relevant Ordinary Shares to be issued pursuant to the relevant Documents;

all consents, approvals, notices, filings, recordations, licences, orders, authorisations, publications and registrations and other similar formalities which are necessary under any applicable laws or regulations

the terms of the relevant Ordinary Shares have been duly established in conformity with the Registration Statement (as amended or supplemented as applicable in respect of the relevant Ordinary Shares to be issued), so as not to violate the Companies Act 2006, the Articles, any applicable law, or result in a default under or breach of any agreement or instrument binding upon the Company, and so as to comply with any requirement or restriction imposed by any court or regulatory body having jurisdiction over the Company;

the Ordinary Shares will be issued and the relevant Documents will be entered into for bona fide commercial reasons and on arm’s length terms by each of the parties thereto; that the Documents will not be entered into and the Ordinary Shares will not be issued or delivered as a result of misrepresentation, mistake, duress or unlawful activity; and that there has been no fraud nor will there be any fraud inducing any party to enter into the Documents on the terms set out therein or to issue or deliver the relevant Ordinary Shares;

the Company will receive such amounts as are necessary to fully pay the nominal or principal value of the relevant Ordinary Shares and any applicable premium; and

valid entries in the books and registers of the Company will be made of the relevant Ordinary Shares in accordance with the Companies Act 2006, any applicable law and the Articles;

that the information revealed by our searches and enquiries of the public documents relating to the Company kept at Companies House in Cardiff, including an online search in respect of the Company on the Companies House Service, and our oral enquiry of the Central Registry of Winding up Petitions referred to in paragraph 6(a) below was accurate in all respects and has not since the time of such searches or enquiries been altered; and

the words used in the Registration Statement bear their ordinary English meaning and there is no basis on which they could be interpreted otherwise than in accordance with the ordinary rules of English grammar and syntax.

On the basis of the assumptions set out above and subject to the qualifications set forth below and any matters not disclosed to us and having regard to such considerations of English law as we consider relevant, we are of the opinion that:

the Company has been incorporated and registered in England and Wales and:

our enquiry today of the public documents relating to the Company kept at Companies House in Cardiff, including an online search in respect of the Company on the Companies House Service, revealed no order or resolution for the winding up of the Company and no notice of appointment in respect of the Company of a liquidator, receiver, administrative receiver or administrator; and

the Central Registry of Winding up Petitions has confirmed in response to our oral enquiry made today that no petition for the winding up of the Company has been presented within the period of six months covered by such enquiry; and

insofar as English law is concerned and provided that all future actions, authorisations and approvals as described in paragraph 5(g) above have been taken, obtained and/or complied with, then:

the Company has the requisite legal authority to issue the Ordinary Shares and the issue of the Ordinary Shares has been duly authorised by all necessary corporate action on the part of the Company; and

when (i) the Ordinary Shares have been allotted and issued for consideration as described in the Prospectus Supplement and (ii) valid entries in the books and registers of the Company have been made, the Ordinary Shares will be validly issued, fully paid and non-assessable (it being understood that the term “non-assessable” has no recognised meaning under English law, and for the purposes of this opinion means that, under the Companies Act 2006 (as amended), the Articles and any resolution taken under the Articles approving the issuance of the Ordinary Shares, no holder of such Ordinary Shares is liable, solely because of such holder’s status as a holder of such Ordinary Shares, for additional assessments or calls for further funds by the Company or any other person).

The opinions set forth above are subject to the following qualifications:

the searches and enquiries of the public documents relating to the Company kept at Companies House in Cardiff, including an online search in respect of the Company on the Companies House Service, and our oral enquiry of the Central Registry of Winding up Petitions referred to in paragraph 6(a) above are not conclusively capable of revealing whether or not:

a winding up petition has been received or a winding up order has been made or a resolution passed for the winding up of the Company; or

an administration order has been made in relation to the Company; or

a receiver, administrative receiver, administrator or liquidator has been appointed in relation to the Company,

if any agreement is entered into for a purpose prohibited by sections 678 and 679 of the Companies Act 2006, it will be void;

this opinion is subject to and may be limited by all applicable laws relating to bankruptcy, insolvency, administration, liquidation, reorganisation, moratorium or any analogous procedure and other laws of general application relating to or affecting the rights of creditors;

we express no opinion as to taxation matters; and

we express no opinion as to whether the Registration Statement or the Prospectus Supplement contains all the information required by applicable law and/or regulation.

We hereby consent to the reference to our firm under the heading “Legal Matters” in the Prospectus Supplement. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s current report on Form 6-K to be filed with the Commission on 17 November 2021, which will be incorporated by reference into and deemed part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. This opinion is expressed as of the date of this opinion unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.