Attached files
| file | filename |
|---|---|
| EX-1.1 - AMENDMENT NO. 1 TO AT-THE-MARKET ISSUANCE SALES AGREEMENT - CorMedix Inc. | crmd_ex11.htm |
| 8-K - CURRENT REPORT - CorMedix Inc. | crmd_8k.htm |
Exhibit 5.1
Wyrick
Robbins Yates & Ponton LLP
4101
Lake Boone Trail, Suite 300
Raleigh,
North Carolina 27607
December
8, 2017
Board
of Directors
CorMedix
Inc.
400
Connell Drive, Suite 5000
Berkley
Heights, NJ 07922
Ladies
and Gentlemen:
We have
acted as counsel to CorMedix Inc., a Delaware corporation (the
“Company”), in connection with an offering of up to
$20,000,000 of shares of Common Stock that may be issued and sold
(the “Shares”) under an At-the-Market Issuance Sales
Agreement, dated April 8, 2015, as amended on December 8, 2017,
between the Company and B. Riley FBR, Inc. (as amended, the
“Sales Agreement”), pursuant to a Registration
Statement on Form S-3 (File No. 333-203300) (the
“Registration Statement”) and the related Prospectus
and Prospectus Supplement, as amended, filed with the Securities
and Exchange Commission (the “Commission”). All of the
Shares are to be sold by the Company as described in the
Registration Statement and the related Prospectus and Prospectus
Supplement.
In
connection with this opinion, we have examined the Registration
Statement and the related Prospectus and Prospectus Supplement, the
Company’s certificate of incorporation and bylaws, as
currently in effect and such other documents, records,
certificates, memoranda and other instruments as we deem necessary
as a basis for 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
thereof, and the due execution and delivery of all documents where
due execution and delivery are a prerequisite to the effectiveness
thereof. Further, we have assumed that the aggregate gross amount
of Shares sold will not exceed $20,000,000.
Based
upon the foregoing, we are of the opinion that, when the Shares
have been duly and properly sold, paid for and delivered as
contemplated in the Registration Statement and the related
Prospectus and Prospectus Supplement, the Shares 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. We hereby consent to the filing of this opinion with the
Commission as Exhibit 5.1 to the Company’s Current Report on
Form 8-K filed with the Commission on or about December 8,
2017.
Very
truly yours,
/s/
Wyrick Robbins Yates & Ponton LLP