Attached files
file | filename |
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EX-99.2 - EX-99.2 - Hepion Pharmaceuticals, Inc. | a17-11853_1ex99d2.htm |
EX-99.1 - EX-99.1 - Hepion Pharmaceuticals, Inc. | a17-11853_1ex99d1.htm |
EX-4.1 - EX-4.1 - Hepion Pharmaceuticals, Inc. | a17-11853_1ex4d1.htm |
EX-1.1 - EX-1.1 - Hepion Pharmaceuticals, Inc. | a17-11853_1ex1d1.htm |
8-K - 8-K - Hepion Pharmaceuticals, Inc. | a17-11853_18k.htm |
Exhibit 5.1
Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, New York 10112-0015 212.653.8700 main 212.653.8701 fax www.sheppardmullin.com | |
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April 25, 2017
VIA ELECTRONIC MAIL
ContraVir Pharmaceuticals Inc. |
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Re: Registration Statement on Form S-3
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the offering for sale to certain underwriters (the Underwriters) of 12,000,000 shares of the Companys common stock, par value $0.0001 per share (the Common Stock) and warrants (the Warrants) to purchase 6,000,000 shares of the Companys Common Stock (the Warrant Shares), pursuant to the Registration Statement (as defined below) and the Prospectus (as defined below). Unless defined herein, capitalized terms have the meanings given to them in that certain Underwriting Agreement, dated April 25, 2017, by and among the Company and the representatives of the Underwriters ( the Underwriting Agreement).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K.
In connection with this opinion, we have reviewed and relied upon the following:
· the Registration Statement on Form S-3 (File No. 333-202625) initially filed with the Securities and Exchange Commission (the Commission) on March 9, 2015, for the purposes of registering the sale of the Companys Common Stock, under the Securities Act of 1933, as amended (the Securities Act), declared effective by the Commission on March 18, 2015 (including any documents incorporated by reference therein, the Registration Statement, and the related prospectus included in such Registration Statement (including any documents incorporated by reference therein, the Base Prospectus));
· the preliminary prospectus supplement filed with the Commission on April 24, 2017 (the Preliminary Prospectus Supplement) and the final prospectus supplement, filed on April 25, 2017, both of which include the Base Prospectus, pursuant to Rule 424(b) under the Securities Act, which is referred to collectively as the Prospectus;
· the Underwriting Agreement;
· the form of Warrant;
· the Certificate of Incorporation of the Company, as amended and in effect on the date hereof;
· the Bylaws of the Company as amended and in effect on the date hereof;
· the resolutions of the Board of Directors of the Company, adopted on April 8, 2017, and the resolutions of the pricing committee of the Company, adopted on April 25, 2017, authorizing/ratifying the execution and delivery of the Underwriting Agreement, the issuance and sale of the shares of Common Stock and Warrants, the preparation and filing of the Prospectus, and other actions with regard thereto, including the pricing of the shares of Common Stock and Warrants; and
· such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion.
In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopy, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that (i) the shares of Common Stock have been duly authorized by all requisite corporate action on the part of the Company under the Delaware General Corporation Law (the DGCL) and, when the shares of Common Stock are delivered to and paid for by the Underwriters in accordance with the terms of the Underwriting Agreement and when evidence of the issuance thereof is duly recorded in the Companys books and records, the Shares will be validly issued, fully paid and non-assessable, (ii) the Warrants have been duly authorized by all requisite corporate action on the part of the Company under the DGCL 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, when issued and sold as contemplated in the Registration Statement and the Prospectus will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity) and (iii) the Warrant Shares have been duly authorized by all requisite corporate action on the part of the Company under the DGCL and, when the Warrant Shares are delivered to and paid for in accordance with the terms of the Warrants and when evidence
of the issuance thereof is duly recorded in the Companys books and records, the Warrant Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion letter as an exhibit to the Companys Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. We also hereby consent to the reference to our firm under the caption Legal Matters in the Prospectus. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K.
We express no opinion as to matters governed by any laws other than the DGCL.
This opinion letter is rendered to you solely for use in connection with the issuance and sale of the shares of Common Stock and Warrants in accordance with the Registration Statement as of the date first written above and is not to be relied on for any other purpose. We disclaim any obligation to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the shares of Common Stock or the Warrants.
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Respectfully submitted, |
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/s/ Sheppard, Mullin, Richter & Hampton LLP |
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SHEPPARD, MULLIN, RICHTER & HAMPTON LLP |