Attached files
file | filename |
---|---|
EX-99.3 - PRESENTATION - AzurRx BioPharma, Inc. | ex99-3.htm |
EX-99.2 - PRESS RELEASE - AzurRx BioPharma, Inc. | ex99-2.htm |
EX-99.1 - PRESS RELEASE - AzurRx BioPharma, Inc. | ex99-1.htm |
EX-4.1 - FORM OF WARRANT - AzurRx BioPharma, Inc. | ex4-1.htm |
EX-1.1 - UNDERWRITING AGREEMENT - AzurRx BioPharma, Inc. | ex1-1.htm |
8-K - CURRENT REPORT - AzurRx BioPharma, Inc. | azrx8k_may12018.htm |
May 3, 2018
AzurRx BioPharma, Inc.
760 Parkside Avenue
Downtown Biotechnology Incubator, Suite 304
Brooklyn, New York 11226
Ladies and Gentlemen:
You have requested our opinion, as counsel to
AzurRx BioPharma, Inc., a Delaware corporation (the
“Company”), with respect to certain matters in
connection with the offering by the Company of
4,160,000 shares of its common stock, par value $0.0001 (the
“Shares”) pursuant to the Registration
Statement on Form S-3 (No. 333-221275) (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 November 17, 2017 (the
“Base
Prospectus”), the
prospectus supplement dated May 2, 2018 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”), and the Registration Statement on Form
S-3 filed pursuant to Rule 462(b) promulgated under the Act (File
No. 333-224562), filed with the Commission on May 1, 2018 (the
“462(b) Registration
Statement”). The Shares
are to be sold by the Company as described in the Registration
Statement, the Prospectus and the 462(b) Registration
Statement.
We
have examined and relied upon the Registration Statement, the
Prospectus, the 462(b) Registration Statement, the Company’s
Amended and Restated 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 Delaware
General Corporation Law 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. On the basis of the foregoing, and in reliance
thereon, and subject to the qualifications herein stated, we are of
the opinion that the Shares, when issued and sold in accordance
with the Registration Statement, the Prospectus and the 462(b)
Registration Statement 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 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
Disclosure
Law Group, a Professional Corporation