Attached files
file | filename |
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S-1/A - AMENDMENT NO. 2 TO FORM S-1 - CytoDyn Inc. | d931145ds1a.htm |
EX-4.5 - EX-4.5 - CytoDyn Inc. | d931145dex45.htm |
EX-4.3 - EX-4.3 - CytoDyn Inc. | d931145dex43.htm |
EX-23.1 - EX-23.1 - CytoDyn Inc. | d931145dex231.htm |
Exhibit 5.1
[Letterhead of Lowenstein Sandler LLP]
September 1, 2015
CytoDyn Inc.
1111 Main Street, Suite 660
Vancouver, WA 98660
Re: | Registration Statement on Form S-1 (File No. 333-204802) |
We have acted as counsel to CytoDyn Inc., a Delaware corporation (the Company), in connection with the Companys Registration Statement on Form S-1 (File No. 333-204802) (the Registration Statement) under the Securities Act of 1933, as amended (the Securities Act). The Registration Statement relates to the offer and sale by the selling stockholders identified therein of up to 30,754,131 shares of the Companys common stock, no par value (the Common Stock). Such shares of Common Stock consist of (i) 525,641 shares of Common Stock currently issued and outstanding (the Outstanding Shares); (ii) 5,308,040 shares of Common Stock issuable upon conversion of the Companys Private Placement Notes as defined in the Registration Statement (the Notes) currently issued and outstanding (the Note Shares); and (iii) 24,920,450 shares of Common Stock issuable upon exercise of the warrants to purchase Common Stock named in the Registration Statement (the Warrants) currently issued and outstanding (the Warrant Shares and, collectively with the Note Shares and the Outstanding Shares, the Shares).
In connection with rendering this opinion, we have examined: (i) the Certificate of Incorporation of the Company, as amended (the Certificate); (ii) the Bylaws of the Company; (iii) the Agreement and Plan of Merger, dated July 6, 2015, between the Company and CytoDyn Inc., a Colorado Corporation; (iv) the Notes; (v) the Warrants; and (vi) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity of original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.
Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the (i) the Outstanding Shares are duly authorized, validly issued, fully paid and non-assessable; (ii) when issued in accordance with the terms of the Notes, the Note Shares will be duly authorized, validly issued, fully paid and non-assessable; and (iii) when issued in accordance with the terms of the respective Warrants, the Warrant Shares will be duly authorized, validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the corporate laws of the State of Delaware, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.
We hereby consent to the filing of a copy of this opinion letter as an exhibit to the Registration Statement. 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.
Very truly yours,
/s/ Lowenstein Sandler LLP
Lowenstein Sandler LLP