Attached files
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EXHIBIT 5.1
January
10, 2018
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Q
BioMed Inc.
c/o
Ortoli Rosenstadt LLP
501
Madison Avenue
New
York, NY 10022
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Re:
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Registration Statement No. 333-222008; 2,250,000 shares of
Common Stock, par value $0.001 per share, 2,250,000 shares of
Common Stock underlying 2,250,000 warrants and 135,000 shares of
common stock underlying placement agent
warrants
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Ladies and Gentlemen:
We
have acted as counsel to Q BioMed Inc., a Nevada corporation (the
“Company”), in connection with the proposed issuance of
up to (i) 2,250,000 shares (the “Shares”) of common
stock, $0.0001 par value per share (the “Common
Stock”), (ii) 2,250,000 shares (the “Warrant
Shares”) of Common Stock underlying 2,250,000 warrants (the
“Warrants”) and (iii) 135,000 shares (the
“Placement Agent Warrant Shares”) of Common Stock
underlying 135,000 warrants (the “Placement Agent
Warrants”). The Shares, the Warrant Shares and the Placement
Agent Warrant Shares are included in a registration statement on
Form S-1 under the Securities Act of 1933, as amended (the
“Act”), filed with the Securities and Exchange
Commission (the “Commission”) on December 12, 2017
(File No. 333-222008) (as amended, the “Registration
Statement”). This opinion is being furnished in connection
with the requirements of Item 601(b)(5) of Regulation S-K
under the Act, and no opinion is expressed herein as to any matter
pertaining to the contents of the Registration Statement or related
Prospectus, other than as expressly stated herein with respect to
the issue of the Shares, the Warrant Shares and the Placement Agent
Warrant Shares.
As such counsel, we have examined such matters of
fact and questions of law as we have considered appropriate for
purposes of this letter. With your consent, we have relied upon
certificates and other assurances of officers of the Company and
others as to factual matters without having independently verified
such factual matters. We are opining herein as to
Chapter 78 of the
Nevada Corporations Law, located within the Nevada Revised Statutes
(“Chapter 78 of the NRS”), as amended, and as currently
in effect (including the statutory provisions contained therein,
any applicable provisions of the Nevada Constitution and any
applicable reported judicial decisions interpreting these laws but
not including any laws, statutes, ordinances, administrative
decisions, rules or regulations of any political subdivision below
the state level), and we
express no opinion with respect to any other
laws.
Subject
to the foregoing and the other matters set forth herein, it is our
opinion that, as of the date hereof:
(i)
when
(a) the Shares have been issued by the Company against payment
therefor in the circumstances contemplated by the form of
securities purchase agreement most recently filed as an exhibit to
the Registration Statement and (b) the Shares shall have been duly
registered on the books of the transfer agent and registrar
therefor in the name or on behalf of the purchasers, the issue and
sale of the Shares will have been duly authorized by all necessary
corporate action of the Company, and the Shares will be validly
issued, fully paid and nonassessable;
(ii)
when
(a) the Warrants have been issued by the Company against payment
therefor in the circumstances contemplated by the form of
securities purchase agreement most recently filed as an exhibit to
the Registration Statement, (b) the Warrant Shares have been issued
by the Company against payment therefor in the circumstances
contemplated by the form of the Warrants most recently filed as an
exhibit to the Registration Statement and (c) the Warrant Shares
shall have been duly registered on the books of the transfer agent
and registrar therefor in the name or on behalf of the purchasers,
the issue and sale of the Warrants and the Warrant Shares will have
been duly authorized by all necessary corporate action of the
Company, and the Warrant Shares will be validly issued, fully paid
and nonassessable; and
(iii)
when
(a) the Placement Agent Warrants have been issued by the Company in
the circumstances contemplated by the form of placement agent
agreement most recently filed as an exhibit to the Registration
Statement, (b) the Placement Agent Warrant Shares have been issued
by the Company against payment therefor in the circumstances
contemplated by the the Placement Agent Warrants and (c) the
Placement Agent Warrant Shares shall have been duly registered on
the books of the transfer agent and registrar therefor in the name
or on behalf of the purchasers, the issue and sale of the Placement
Agent Warrants and the Placement Agent Warrant Shares will have
been duly authorized by all necessary corporate action of the
Company, and the Placement Agent Warrant Shares will be validly
issued, fully paid and nonassessable..
In rendering the foregoing opinions, we have
assumed that the Company will comply with all applicable notice
requirements regarding uncertificated shares provided in
Chapter 78
of the NRS.
This
opinion is for your benefit in connection with the Registration
Statement and may be relied upon by you and by persons entitled to
rely upon it pursuant to the applicable provisions of the Act. We
consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the
Prospectus under the heading “Legal Matters.” In giving
such consent, we do not thereby admit that we are in the category
of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Commission
thereunder.
/s/ Ortoli
Rosenstadt LLP
Ortoli
Rosenstadt LLP