Attached files
| file | filename |
|---|---|
| EX-99.3 - PRESS RELEASE, DATED NOVEMBER 13, 2018 - ENDRA Life Sciences Inc. | ndra_ex99-3.htm |
| EX-99.2 - PRESS RELEASE, DATED NOVEMBER 8, 2018 - ENDRA Life Sciences Inc. | ndra_ex99-2.htm |
| EX-99.1 - PRESS RELEASE, DATED NOVEMBER 7, 2018 - ENDRA Life Sciences Inc. | ndra_ex99-1.htm |
| EX-1.1 - UNDERWRITING AGREEMENT, DATED NOVEMBER 8, 2018 - ENDRA Life Sciences Inc. | ndra_ex1-1.htm |
| 8-K - ENDRA LIFE SCIENCES INC. - ENDRA Life Sciences Inc. | ndra_form8-k.htm |
November
13, 2018
ENDRA
Life Sciences Inc.
3600
Green Court, Suite 350
Ann
Arbor, Michigan 48105
Ladies
and Gentlemen:
We have
acted as special counsel to ENDRA Life Sciences Inc., a Delaware
corporation (the “Company”), in connection
with the issuance and sale by the Company of an aggregate of
1,385,750 shares (the “Shares”) of the
Company’s common stock, $0.0001 par value per share, pursuant
to the Underwriting Agreement dated November 8, 2018 (the
“Underwriting
Agreement”) by and between the Company and National
Securities Corporation. In accordance with the Securities Act of
1933, as amended (the “Securities Act”), and the
rules and regulations promulgated thereunder, the Company has
prepared and filed with the Securities and Exchange Commission (the
“SEC”),
on August 17, 2018, a
Registration Statement on Form S-3 (Registration No. 333-226917) (the “Registration Statement”),
including a preliminary prospectus supplement dated November 7,
2018 (the “Preliminary Prospectus
Supplement”) and a final prospectus supplement dated
November 8, 2018 (the “Final Prospectus
Supplement”).
You
have requested our opinion as to the matters set forth below in
connection with the issuance of the Shares. For purposes of
rendering that opinion, we have examined the Registration
Statement, the Underwriting Agreement, the Company’s Fourth
Amended and Restated Certificate of Incorporation, its Amended and
Restated Bylaws, the Company’s stock ledger and the corporate
action of the Company’s Board of Directors which provides for
the issuance of the Shares, and we have made such other
investigation as we have deemed appropriate. We have examined and
relied upon certificates of public officials and such other
documents and instruments as we have deemed necessary or advisable
for the purpose of rendering our opinion. For the purposes of this
opinion letter, we have made assumptions that are customary in
opinion letters of this kind, including the assumptions that each
document submitted to us is accurate and complete, that each such
document that is an original is authentic, that each such document
that is a copy conforms to an authentic original, and that all
signatures on each such document are genuine. We have further
assumed the legal capacity of natural persons. We have not verified
any of those assumptions.
Our
opinion set forth below is limited to the Delaware General
Corporation Law (the “DGCL”) and reported
judicial decisions interpreting the DGCL.
K&L GATES
LLP
HEARST TOWER 47TH FLOOR 214 NORTH
TRYON STREET CHARLOTTE NC 28202
T +1 704 331 7400 F
+1 704 331 7598 klgates.com
ENDRA
Life Sciences Inc.
November
13, 2018
Page
2
Based
upon and subject to the foregoing, it is our opinion that the
Shares are duly authorized for issuance by the Company and, when
issued and paid for as described in the Final Prospectus Supplement
and the Underwriting Agreement, will be validly issued, fully paid,
and non-assessable.
We
hereby consent to the filing of this opinion letter with the SEC as
Exhibit 5.1 to the Company’s Current Report on Form 8-K filed
with the SEC on November 13, 2018 and its incorporation by
reference in the Registration Statement. We also consent to the
reference to our Firm in the Preliminary Prospectus Supplement and
the Final Prospectus Supplement 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
thereunder.
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Very truly
yours
/s/ K&L Gates
LLP
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