Attached files
Exhibit
5.1
May 3,
2017
Board
of Directors
CorMedix
Inc.
1430
U.S. Highway 206, Suite 200
Bedminster,
New Jersey 07921
Gentlemen:
We have
acted as counsel to CorMedix Inc., a Delaware corporation (the
“Company”), in connection with the issuance and sale of
up to an aggregate 18,619,301 shares of the Company’s common
stock, $0.001 par value per share (the “Common Stock”),
together with Series A warrants (the “Series A
Warrants”) to purchase up to an additional 13,964,475 shares
of Common Stock and Series B warrants (the “Series B
Warrants”) to purchase up to an additional 13,964,475 shares
of Common Stock (the Series A Warrants and the Series B Warrants
are collectively referred to herein as the “Warrants”),
pursuant to the registration statement on Form S-3 (Registration
Statement No. 333-203300), as filed by the Company with the
Securities and Exchange Commission (the “Commission”)
pursuant to the Securities Act of 1933, as amended (the
“Act”), as declared effective by the Commission on
April 17, 2015 (the registration statement, as it may be amended
from time to time, is herein referred to as the “Registration
Statement”), together with the exhibits to the Registration
Statement and the documents incorporated by reference therein and
the related base prospectus which forms a part of and is included
in the Registration Statement and the related prospectus supplement
in the form filed with the Commission pursuant to Rule 424(b) under
the Act (together, the “Prospectus”).
The
shares of Common Stock are to be sold pursuant to an Underwriting
Agreement, dated as of April 28, 2017, by and between the Company
and H. C. Wainwright & Co., LLC, as representative of the
several underwriters named therein (the
“Representative”), which has been filed as an exhibit
to the Company’s Current Report on Form 8-K filed on May 3,
2017 (the “Underwriting Agreement”).
In
connection with this opinion, we have examined and relied upon the
Registration Statement and the Prospectus, the Company’s
Amended and Restated Certificate of Incorporation, as amended to
date, the Company’s Bylaws, as amended to date, the
Underwriting Agreement, the form of Series A Warrant, the form of
Series B Warrant, and such instruments, documents, certificates and
records that we have deemed relevant and necessary for the basis of
our opinion hereinafter expressed. In such examination, we have
assumed: (i) the authenticity of original documents and the
genuineness of all signatures; (ii) the conformity to the
originals of all documents submitted to us as copies;
(iii) the truth, accuracy and completeness of the information,
representations and warranties contained in the records, documents,
instruments and certificates we have reviewed; and (iv) the
due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness
thereof.
Based
upon the foregoing, we are of the opinion that (i) the Common
Stock, when issued and sold in accordance with the Underwriting
Agreement, the Registration Statement and the Prospectus, will be
duly authorized, validly issued, fully paid and non-assessable,
(ii) provided that the Warrants have been duly executed and
delivered by the Company, then the Warrants, when issued and sold
in accordance with the Underwriting Agreement, 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 implied covenants of good faith and fair dealings,
and (iii) the shares of Common Stock underlying the Warrants, when
issued and sold against payment therefor in accordance with the
terms of the Warrants and in accordance with the Underwriting
Agreement, the Registration Statement and the Prospectus, will be
duly authorized, validly issued, fully paid and
non-assessable.
This
opinion is limited to the Delaware General Corporation Law,
including the statutory provisions of the Delaware General
Corporate Law and all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting these
laws, and, with regard to our opinion in (ii) above regarding
the enforceability of the Warrants, the New York Business
Corporation Law, including the statutory provisions of the New York
Business Corporation Law and all applicable provisions of the New
York Constitution and reported judicial decisions interpreting
these laws.
We
hereby consent to the use of our name wherever it appears in the
Registration Statement and the Prospectus, and in any amendment or
supplement thereto, the filing of this opinion as an exhibit to a
current report on Form 8-K of the Company and the incorporation by
reference of this opinion in the Registration
Statement.
In
giving this consent, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the
Securities Act or the rules and regulations promulgated thereunder
by the Commission.
Very
truly yours,
/s/
Wyrick Robbins Yates & Ponton LLP