Attached files
| file | filename |
|---|---|
| EX-23.1 - CONSENT - AzurRx BioPharma, Inc. | ex23-1.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - AzurRx BioPharma, Inc. | ex1-1.htm |
| S-1/A - AMENDMENT NO. 6 TO FORM S-1 - AzurRx BioPharma, Inc. | azurrxs1a-am6_sep2016.htm |
Exhibit
5.1
October 4,
2016
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760 Parkside
Avenue
Downstate
Biotechnology Incubator, Suite 217
Brooklyn, New York
11226
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Reference is made
to the Registration Statement on Form S-1, File No. 333-212511 (the
“Registration Statement”), filed with the Securities
and Exchange Commission by AzurRx BioPharma, Inc., a Delaware
corporation (the “Company”), under the Securities Act
of 1933, as amended (the “Act”), covering an
underwritten public offering of (i) up to 1,200,000 shares (the
“Firm Shares”) of the Company’s common stock, par
value $.0001 per share (the “Common Stock”), and (ii)
up to 180,000 additional shares of Common Stock (the
“Over-Allotment Shares” and, together with the Firm
Shares, the “Shares”) for which the underwriters have
been granted an over-allotment option.
We have examined
such documents and considered such legal matters as we have deemed
necessary and relevant as the basis for the opinion set forth
below. With respect to such examination, 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 reproduced or certified copies,
and the authenticity of the originals of those latter documents. As
to questions of fact material to this opinion, we have, to the
extent deemed appropriate, relied upon certain representations of
certain officers of the Company.
Based upon the
foregoing, we are of the opinion that the Shares, when issued and
sold in accordance with and in the manner described in the
Registration Statement, will be duly authorized, validly issued,
fully paid and non-assessable.
We hereby consent
to the use of this opinion as an exhibit to the Registration
Statement, to the use of our name as your counsel and to all
references made to us in the Registration Statement and in the
Prospectus forming a part thereof. In giving this consent, we do
not admit that we are in the category of persons whose consent is
required under Section 7 of the Act, or the rules and regulations
promulgated thereunder.
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Very truly
yours,
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/s/ Loeb & Loeb
LLP
Loeb & Loeb LLP
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