Attached files
| file | filename |
|---|---|
| EX-23.3 - CONSENT OF STUBBS, ALDERTON & MARKILES, LLP - Edesa Biotech, Inc. | edsa_ex233.htm |
| EX-23.1 - CONSENT OF MNP LLP - Edesa Biotech, Inc. | edsa_ex231.htm |
| S-1 - REGISTRATION STATEMENT ON FORM S-1 - Edesa Biotech, Inc. | edsa_s1.htm |
Exhibit 5.1
[FASKEN LETTERHEAD]
February 25, 2020
Edesa Biotech, Inc.
100 Spy Court
Markham, Ontario, Canada L3R 5H6
Re:
Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as Canadian counsel to Edesa
Biotech, Inc., a corporation organized under the laws of British
Columbia (the “Company”), in connection with the registration by
the Company for resale (the “Resale”) by the selling shareholders, as detailed
in the prospectus constituting part of the Registration Statement,
of an aggregate of 3,602,788 common shares of the Company without
par value (the “Common
Shares”) consisting of
(i) 1,016,036
Common Shares underlying outstanding
Class A Purchase Warrants exercisable at $4.80 per share (subject
to customary adjustments for share splits and dividends (the
“Class
A Purchase Warrants”),
(ii) 677,358
Common Shares underlying outstanding
Class B Purchase Warrants exercisable at $4.00 per share (subject
to customary adjustments for share splits and dividends) (the
“Class
B Purchase Warrants”) and
(iii) 12,364 Common Shares underlying outstanding warrants issued
to representatives of a Placement Agent,
exercisable at $3.20 per share
(subject to customary adjustments for share splits and
dividends)(the “Placement Agent
Warrants”), which Class A
Purchase Warrants, Class B Purchase Warrants and Placement Agent
Warrants were acquired from us on January 8, 2020 (the Common
Shares underlying the Class A Purchase Warrants, Class B Purchase
Warrants and Placement Agent Warrants, the
“Warrant
Shares”).
The
remaining 1,897,030 Common Shares being registered for resale by
certain of the selling shareholders were acquired from the Company
on June 7, 2019 upon the completion of its business combination
with Edesa Biotech Research, Inc., a company organized under the
laws of the province of Ontario (the “Business
Combination Shares”, along with the
Common Shares issuable upon exercise of the Class A Purchase Warrants, Class B Purchase
Warrants and Placement Agent Warrants, the
“Registered
Shares”).
In connection with the proposed potential resale
of the Common Shares, we have examined and relied upon: (i) the
Registration Statement on Form S-1, No. 333- (the
“Registration
Statement”) filed by the
Company with the U.S. Securities and Exchange Commission under the
Securities Act of 1933, as amended (the “Act”), as amended to date; (ii) the
Company’s Certificate of Incorporation, Notice of Articles
and the Company’s Articles, each as amended to date; (iii)
resolutions of the Board of Directors (the
“Board”) of the Company that relate to the
Registration Statement and the actions to be taken in connection
with the Resale, the grant of the Class A Purchase Warrants, Class
B Purchase Warrants and Placement Agent Warrants and the issuance
of the Warrant Shares on exercise thereof, and the issuance of the
Business Combination Shares and (iv) such other corporate records,
agreements, documents and other instruments, and such certificates
or comparable documents of public officials and of officers,
directors and representatives of the Company, including as to
certain factual matters, as we have deemed relevant and necessary
as a basis for the opinions hereafter set forth, and have not
sought to independently verify the matters contained therein. In
all such examinations, we have assumed the genuineness of all
signatures, the authenticity of all documents, certificates and
instruments submitted to us as originals and the conformity with
the originals of all documents submitted to us as copies. We have
also made inquiries of such officers and representatives as we have
deemed relevant and necessary as a basis for the opinions hereafter
set forth.
Based
upon the foregoing, we are of the opinion that as of the date
hereof (i) the Warrant Shares, when issued upon due exercise of the
Class A Purchase Warrants, Class B Purchase Warrants and Placement
Agent Warrants in accordance with their terms, including payment in
full of the exercise price therefor, will be validly issued, fully
paid and non-assessable and (ii) the Business Combination Shares
are validly issued, fully paid and non-assessable.
Where
our opinion refers to the Warrant Shares and Business Combination
Shares as being "fully paid and non-assessable", no opinion is
expressed as to actual receipt by the Company of the consideration
for the issuance of such shares or as to the adequacy of any
consideration received. We are qualified to practice law in the
Provinces of British Columbia, Alberta, Ontario and Quebec and we
do not purport to be experts on the law of any other jurisdiction
other than the Provinces of British Columbia, Alberta, Ontario and
Quebec and the federal laws of Canada applicable therein. We do not
express any opinion herein concerning any law other than the laws
of the Provinces of British Columbia, Alberta, Ontario and Quebec
and the federal laws of Canada applicable therein. We express no
opinion and make no representation with respect to the law of any
other jurisdiction. This opinion is expressed as of the date hereof
unless otherwise expressly stated, and we disclaim any undertaking
to advise you of any subsequent changes of the facts stated or
assumed herein or any subsequent changes in applicable
law.
We
hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the
caption “Legal Matters” in the prospectus constituting
part of the Registration Statement. In giving this consent, we do
not admit that we are an “expert” within the meaning of
Section 11 of the Securities Act or within the category of persons
whose consent is required by Section 7 of the Securities
Act.
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Very truly yours,
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/s/ FASKEN MARTINEAU DuMOULIN LLP
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FASKEN MARTINEAU DuMOULIN LLP
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