Attached files
| file | filename |
|---|---|
| EX-23.1 - CONSENT OF BDO USA, LLP - NEUROONE MEDICAL TECHNOLOGIES Corp | fs12018ex23-1_neuroonemed.htm |
| S-1 - REGISTRATION STATEMENT - NEUROONE MEDICAL TECHNOLOGIES Corp | fs12018_neuroonemedical.htm |
Exhibit 5.1
 | |
 |
September 10, 2018
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549
RE: NeuroOne Medical Technologies Corporation Registration Statement on Form S-1
Ladies and Gentlemen:
We refer to the above-captioned registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed by NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission on the date hereof.
We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.
Based on our examination mentioned above, we are of the opinion that the 1,146,311 shares of common stock being offered pursuant to the Registration Statement are duly authorized, legally and validly issued, fully paid and non-assessable and the 2,482,372 shares of common stock, issuable upon exercise of warrants and being offered pursuant to the Registration Statement, will be, when issued in the manner described in the Registration Statement, duly authorized, legally and validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under “Legal Matters” in the related Prospectus. In giving the foregoing consent, we do not hereby 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 Securities and Exchange Commission.
Very truly yours, /s/ Sichenzia Ross Ference LLP
1185 Avenue of the Americas | 37th Floor | New York, NY | 10036 T (212) 930 9700 | F (212) 930 9725 | WWW.SRFKLLP.COM |