Attached files

file filename
S-1/A - S-1/A - VAPOTHERM INCd567323ds1a.htm
EX-23.1 - EX-23.1 - VAPOTHERM INCd567323dex231.htm
EX-10.26 - EX-10.26 - VAPOTHERM INCd567323dex1026.htm
EX-10.25 - EX-10.25 - VAPOTHERM INCd567323dex1025.htm
EX-10.24 - EX-10.24 - VAPOTHERM INCd567323dex1024.htm
EX-10.23 - EX-10.23 - VAPOTHERM INCd567323dex1023.htm
EX-10.22 - EX-10.22 - VAPOTHERM INCd567323dex1022.htm
EX-10.21 - EX-10.21 - VAPOTHERM INCd567323dex1021.htm
EX-10.20 - EX-10.20 - VAPOTHERM INCd567323dex1020.htm
EX-10.19 - EX-10.19 - VAPOTHERM INCd567323dex1019.htm
EX-10.18 - EX-10.18 - VAPOTHERM INCd567323dex1018.htm
EX-10.17 - EX-10.17 - VAPOTHERM INCd567323dex1017.htm
EX-10.15 - EX-10.15 - VAPOTHERM INCd567323dex1015.htm
EX-10.14 - EX-10.14 - VAPOTHERM INCd567323dex1014.htm
EX-4.1 - EX-4.1 - VAPOTHERM INCd567323dex41.htm
EX-3.5 - EX-3.5 - VAPOTHERM INCd567323dex35.htm
EX-3.4 - EX-3.4 - VAPOTHERM INCd567323dex34.htm
EX-3.2 - EX-3.2 - VAPOTHERM INCd567323dex32.htm

Exhibit 5.1

 

LOGO

  

ROPES & GRAY LLP

PRUDENTIAL TOWER

800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

November 5, 2018

Vapotherm, Inc.

100 Domain Drive

Exeter, NH 03833

Ladies and Gentlemen:

We have acted as counsel to Vapotherm, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1 (File No. 333-227897) (as amended through the date hereof, the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of up to 4,600,000 shares of the common stock, $0.001 par value per share, of the Company (the “Securities”). The Securities are proposed to be sold pursuant to the underwriting agreement (the “Underwriting Agreement”) to be entered into among the Company and the underwriters named therein.

In connection with this opinion letter, we have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.

The opinions expressed below are limited to the Delaware General Corporation Law.

Based upon and subject to the foregoing, we are of the opinion that the Securities have been duly authorized and, when issued and delivered pursuant to the Underwriting Agreement and against payment of the consideration set forth therein, will be, validly issued, fully paid and non-assessable.

We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the use of our name therein and in the related prospectus under the caption “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 Securities Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,
/s/ Ropes & Gray LLP
Ropes & Gray LLP