Attached files
file | filename |
---|---|
EX-99.1 - PRESS RELEASE - VistaGen Therapeutics, Inc. | vsta_ex991.htm |
EX-4.2 - FORM OF SERIES A2 WARRANT - VistaGen Therapeutics, Inc. | ex4-2.htm |
EX-4.1 - FORM OF SERIES A1 WARRANT - VistaGen Therapeutics, Inc. | ex4-1.htm |
EX-1.1 - UNDERWRITING AGREEMENT - VistaGen Therapeutics, Inc. | vsta_ex11.htm |
8-K - CURRENT REPORT - VistaGen Therapeutics, Inc. | vsta_8k.htm |
Exhibit
5.1
August 31, 2017
VistaGen Therapeutics, Inc.
343 Allerton Ave.
South San Francisco, CA 94090
Ladies and Gentlemen:
You have requested our opinion, as counsel to
VistaGen Therapeutics, Inc., a Nevada corporation (the
“Company”), with respect to certain matters in
connection with the offering by the Company of up to (i)
1,371,430 shares of its common stock,
par value $0.001 (the “Shares”); (ii) Series A1 warrants (the
“Series A1
Warrants”) to purchase up to an aggregate of 1,388,931
Shares (the “Series A1
Warrant Shares”); and (iii) Series A2 warrants (the
“Series A2
Warrants”, and collectively, with the Series A1
Warrants, the “Warrants”) to purchase an
aggregate of 503,641 Shares (the “Series A2 Warrant Shares,” and
collectively, with the Series A1 Warrant Shares, the
“Warrant
Shares”), each pursuant
to the Registration Statement on Form S-3 (No. 333-215671) (the
“Registration
Statement”) filed with
the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933 (the
“Act”), the prospectus included within the
Registration Statement declared effective July 27, 2017 (the
“Base
Prospectus”), and the
prospectus supplement dated August 31, 2017 filed with the
Commission pursuant to Rule 424(b) of the Rules and Regulations of
the Act (the “Prospectus
Supplement”). (The Base
Prospectus and Prospectus Supplement are collectively referred to
as the “Prospectus.”). The Shares, the Warrants and the
Warrant Shares are to be sold by the Company as described in the
Registration Statement and the Prospectus.
We
have examined and relied upon the Registration Statement and the
Prospectus, the Company’s Certificate of Incorporation and
Bylaws, as currently in effect, and the originals or copies
certified to our satisfaction of such records, documents,
certificates, memoranda and other instruments as we have deemed
relevant in connection with this opinion. We have assumed the
genuineness and authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted
to us as copies, and the accuracy, completeness and authenticity of
certificates of public officials.
The
opinions set forth in this letter are limited to the Nevada Revised
Statutes and the law of the State of California, in each case as in
effect on the date hereof. We are not rendering any opinion as to
compliance with any federal or state antifraud law, rule or
regulation relating to securities or to the sale or issuance
thereof. With regard to our opinion regarding the Warrant Shares to
be sold upon exercise of the Warrants after the date hereof, we
express no opinion to the extent that, notwithstanding its current
reservation of shares of Common Stock, future issuances by the
Company of securities, including the Warrant Shares, and
antidilution adjustments to outstanding securities, including the
Warrants, may cause the Warrants to be exercisable for more shares
of Common Stock than the number of shares of Common Stock which
then are authorized but unissued.
On
the basis of the foregoing, and in reliance thereon, and subject to
the qualifications herein stated, we are of the opinion that (i)
the Shares, when issued and sold in accordance with the
Registration Statement and the Prospectus, will be validly issued,
fully paid and nonassessable, (ii) 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 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, when issued and paid for in
accordance with the terms of the Warrants, will be validly issued,
fully paid and nonassessable.
We
consent to the reference to our firm under the caption “Legal
Matters” in the Prospectus and to the filing of this opinion
as an exhibit to a Current Report on Form 8-K to be filed with the
Commission for incorporation by reference into the Registration
Statement. In giving this consent, we do not admit that we are
“experts” within the meaning of Section 11 of the
Securities Act or within the category of persons whose consent is
required by Section 7 of the Securities Act.
Very
truly yours,
/s/
Disclosure Law Group, a Professional Corporation