Attached files
Exhibit 5.1
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K&L GATES llp
HEARST
TOWER
47TH
FLOOR
214
NORTH TRYON STREET
CHARLOTTE,
NC 28202
T
704.331.7400 F 704.331.7598 klgates.com
|
December 6,
2016
ENDRA
Life Sciences Inc.
3600
Green Court, Suite 350
Ann
Arbor, MI 48105
Ladies
and Gentlemen:
We have
acted as counsel to ENDRA Life Sciences Inc., a Delaware
corporation (the “Company”), in connection
with the filing by the Company of a Registration Statement on Form
S-1 (File No. 333-214724) originally filed with the Securities and
Exchange Commission (the “SEC”) on November 21,
2016 (as amended, the “Registration Statement) under
the Securities Act of 1933, as amended (the “Securities Act”). The
Registration Statement relates to the proposed issuance and sale by
the Company (“Offering”) of (i) shares
(“Shares”) of the
Company’s common stock, $0.0001 par value per share
(“Common
Stock”), (ii) warrants (“Warrants”) to purchase
shares of Common Stock, to be issued under a warrant agreement, to
be dated on or about the date of the first issuance of the
applicable Warrants thereunder, by and between a warrant agent to
be selected by the Company (the “Warrant Agent”) and the
Company, in substantially the form filed as an exhibit to the
Registration Statement (the “Warrant Agreement”),
(iii) shares of Common Stock underlying the Warrants
(“Warrant
Shares”), (iv) a warrant (“Underwriter’s
Warrant”), issued to the underwriter for the Offering
to purchase shares of Common Stock and (v) shares of Common Stock
underlying the Underwriter’s Warrant (“Underwriter’s Warrant
Shares”). The Shares, the Warrants, the Warrant
Shares, the Underwriter’s Warrant and the Underwriter’s
Warrant Shares are referred to herein, collectively, as the
“Securities”. The proposed
maximum aggregate offering price of the Securities is $21,454,400.
The Securities are to
be sold by the Company pursuant to an Underwriting Agreement by and
between the Company and Dougherty & Company LLC (the
“Underwriting
Agreement”).
You
have requested our opinion as to the matters set forth below in
connection with the issuance of the Securities. For purposes of
rendering that opinion, we have examined: (i)the Registration
Statement, (ii) the Underwriting Agreement, (iii) a draft of the
Company’s Fourth Amended and Restated Certificate of
Incorporation in the form filed as an exhibit to the Registration
Statement on December 6, 2016 (the “Charter”), (iv) a draft
of the Company’s Amended and Restated Bylaws in the form
filed as an exhibit to the Registration Statement on December 6,
2016 (the “Bylaws”), (v) the
Company’s stock, warrant and option ledgers, and (vi) the
corporate actions of the Company’s Board of Directors which
authorize the issuance of the Securities. The documents identified
in items (i) – (vi) above are hereinafter referred to
collectively as the “Reviewed Documents.” Other than
our review of the Reviewed Documents, we have not reviewed any
other documents or made any independent investigation for the
purpose of rendering this opinion and we make no representation as
to the scope or sufficiency of our document review for your
purposes. With your consent, our opinion is qualified in all
respects by the scope of such document examination. For the
purposes of this opinion letter, we have made assumptions that are
customary in opinion letters of this kind, including the
assumptions that each document submitted to us is accurate and
complete, that each such document that is an original is authentic,
that each such document that is a copy conforms to an authentic
original, the conformity to the original or final versions of the
documents submitted to us as copies or drafts, including without
limitation, the Charter and that all signatures on each such
document are genuine.
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In
rendering our opinion below, we also have assumed that: (a) the
Charter and Bylaws have been duly authorized by all necessary
corporate action, (b) the Company will have sufficient authorized
and unissued shares of Common Stock at the time of each issuance of
a Warrant Share or an Underwriter’s Warrant Share; (c) each
Share, Warrant Share and Underwriter Warrant’s Share will be
evidenced by an appropriate certificate, duly executed and
delivered or the Company’s Board of Directors will adopt a
resolution, providing that all shares of Common Stock shall be
uncertificated in accordance with Section 158 of the Delaware
General Corporation Law (the “DGCL”), prior to their
issuance; (d) the issuance of each Share, Warrant Share and
Underwriter’s Warrant Share will be duly noted in the
Company’s stock ledger upon issuance; (e) each of the
Warrants, the Underwriter’s Warrant and the Underwriting
Agreement constitutes a valid and binding agreement of each of the
parties thereto (other than the Company to the extent expressly set
forth below), enforceable against the parties thereto in accordance
with its terms, and (f) the Charter will be filed with the
Secretary of State of the State of Delaware and become effective
prior to the issuance of any Shares, Warrant Shares or Underwriter
Warrant Shares which are the subject of this opinion letter. We
have further assumed the legal capacity of natural persons. We have
not verified any of those assumptions.
Our
opinion set forth below in numbered paragraphs 1, 3 and 5 are
limited to the DGCL. Our opinion set forth below in numbered
paragraphs 2 and 4 are limited to the laws of the State of New
York.
Based
upon and subject to the foregoing, provided that the Registration
Statement and any required post-effective amendment thereto have
all become effective under the Securities Act and any related
prospectus required by applicable law (“Prospectus”) have been
delivered and filed as required by such laws, it is our opinion
that:
1.
The Shares have
been duly authorized for issuance by the Company and, when issued
and paid for as described in the Prospectus and the Underwriting
Agreement, will be validly issued, fully paid, and
non-assessable.
2.
The Warrants have
been duly authorized for issuance by the Company and, assuming that
the terms of any Warrants offered pursuant to the Registration
Statement and the Prospectus have been duly established in
accordance with an applicable Warrant Agreement, and provided that
the Warrants have been duly executed and delivered by the Company
and duly delivered to the purchasers thereof against payment
therefor, the Warrants will constitute valid and binding
obligations of the Company, enforceable against the Company in
accordance with their terms subject to the effect of bankruptcy,
insolvency, fraudulent transfer, reorganization, receivership,
moratorium and other laws affecting the rights and remedies of
creditors generally, and to the exercise of judicial discretion in
accordance with general principles of equity (whether applied by a
court of law or equity).
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3.
The Warrant Shares
have been duly authorized and, when issued and delivered by the
Company against payment therefor, upon the exercise of the Warrants
in accordance with the terms therein and the terms of the Warrant
Agreement, will be validly issued, fully paid, and
non-assessable.
4.
The
Underwriter’s Warrant has been duly authorized for issuance
by the Company and, assuming that the terms of the
Underwriter’s Warrant have been duly established and,
provided that the Underwriter’s Warrant has been duly
executed and delivered by the Company and duly delivered to the
purchaser thereof against payment therefor, then the
Underwriter’s Warrant, when issued and paid for as described
in the Registration Statement and the Prospectus, will be a valid
and binding obligation of the Company, enforceable against the
Company in accordance with its terms, subject to the effect of
bankruptcy, insolvency, fraudulent transfer, reorganization,
receivership, moratorium and other laws affecting the rights and
remedies of creditors generally, and to the exercise of judicial
discretion in accordance with general principles of equity (whether
applied by a court of law or equity).
5.
The Underwriter
Warrant Shares have been duly authorized and, when issued and
delivered by the Company against payment therefor, upon the
exercise of the Underwriter’s Warrant in accordance with the
terms therein, will be validly issued, fully paid, and
non-assessable.
The
opinions set forth above are subject to the following additional
assumptions:
(a) The
Registration Statement and any amendment thereto (including any
post-effective amendment) will have become effective under the
Securities Act, and such effectiveness shall not have been
terminated, suspended or rescinded;
(b) All
Securities offered pursuant to the Registration Statement will be
issued and sold (i) in compliance with all applicable federal and
state securities laws, rules and regulations and solely in the
manner provided in the Registration Statement and the Prospectus
and (ii) only upon payment of the consideration fixed therefor in
accordance with the Underwriting Agreement, the Warrant Agreement
and, if applicable, the Securities themselves, and there will not
have occurred any change in law or fact affecting the validity of
any of the opinions rendered herein with respect
thereto;
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(c) The
Underwriting Agreement, the Warrant Agreement and, if applicable,
the Securities themselves will have been duly authorized and
approved by all necessary action of the Board of Directors, or a
duly authorized committee thereof, and duly authorized and duly
executed and delivered by the Company and each of the other parties
thereto and there shall be no terms or provisions contained therein
which would affect the validity of any of the opinions rendered
herein;
(d) To
the extent that the obligations of the Company under any Warrant
Agreement, or other agreement pursuant to which any Securities
offered pursuant to the Registration Statement are to be issued or
governed, including any amendment or supplement thereto, may be
dependent upon such matters, we assume for purposes of this opinion
letter that (i) each party to any such agreement other than the
Company (including any applicable warrant agent or other party
acting in a similar capacity with respect to any Securities) will
be duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization; that each such other
party will be duly qualified to engage in the activities
contemplated thereby; (ii) each such agreement and the applicable
Securities will have been duly authorized, executed and delivered
by each such other party and will constitute the valid and binding
obligations of each such other party, enforceable against each such
other party in accordance with their terms; (iii) each such other
party will be in compliance, with respect to acting in any capacity
contemplated by any such agreement, with all applicable laws and
regulations; and (iv) each such other party will have the requisite
organizational and legal power and authority to perform its
obligations under each such agreement; and
(e) The
Company shall have taken any action required to be taken by the
Company, based on the type of security being offered, to authorize
the offer and issuance thereof, and such authorization shall remain
in effect and unchanged at all times during which the Securities
are offered and issued and shall not have been modified or
rescinded (subject to the further assumption that the sale of any
such Securities takes place in accordance with such authorization);
the Board of Directors, or a duly authorized committee thereof,
shall have duly established the terms of such Securities and duly
authorized and taken any other necessary corporate action to
approve the issuance and sale of such Securities in conformity with
the Charter and the Bylaws, as they may be finalized, adopted,
amended or supplemented hereafter (subject to the further
assumption that any such organic documents of the Company do not
differ from the forms reviewed on the date hereof in a manner that
would affect the validity of any of the opinions rendered herein),
and such authorization shall remain in effect and unchanged at all
times during which the such Securities are offered and issued and
shall not have been modified or rescinded (subject to the further
assumption that the sale of any such Securities takes place in
accordance with such authorization).
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We
assume no obligation to update or supplement any of our opinions to
reflect any changes of law or fact that may occur.
We
hereby consent to the filing of this opinion letter with the SEC as
Exhibit 5.1 to the Registration Statement. We also consent to the
reference to our Firm under the caption “Legal Matters”
in the Registration Statement and in the Prospectus. In giving our
consent, we do not thereby admit that we are experts with respect
to any part of the Registration Statement, the Prospectus or any
Prospectus Supplement within the meaning of the term
“expert”, as used in Section 11 of the Securities Act
or the rules and regulations promulgated thereunder, nor do we
admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and
regulations thereunder.
Very
truly yours,
/s/
K&L Gates LLP
K&L
Gates LLP
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