Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - AzurRx BioPharma, Inc. | azrx8k_20210105.htm |
Exhibit
5.1
December
31, 2020
AzurRx
BioPharma, Inc.
1615
South Congress Avenue, Suite 103
Delray
Beach, Florida 33445
Ladies
and Gentlemen:
We have
acted as counsel to AzurRx BioPharma, Inc., a Delaware corporation
(the “Company”), in connection with (i) the preparation
and filing of the Registration Statement on Form S-3 (Registration
No. 333-231954) filed with the Securities and Exchange Commission
(the “Commission”) under the Securities Act of 1933, as
amended (the “Securities Act”), (as so filed and as
amended, the “Registration Statement”) and the related
prospectus contained in the Registration Statement (the “Base
Prospectus”) and (ii) the preparation and filing of the
prospectus supplement, dated December 31, 2020 (the
“Prospectus Supplement” and, together with the Base
Prospectus, the “Prospectus”) relating to the issuance
and sale by the Company of (i) 5,333.3333 shares (the
“Preferred Shares”) of Series C 9.00% Convertible
Junior Preferred Stock, par value $0.0001, of the Company (the
“Series C Preferred Stock”), (ii) up to 5,333,334
shares (the “Conversion Shares”) of common stock, par
value $0.0001, of the Company (the Common Stock”), which may
be issued upon conversion of the Preferred Stock, (iii) pre-funded
warrants to purchase up to 5,333,334 shares of Common Stock (each a
“Pre-Funded Warrant,” and each share of Common Stock
underlying a Pre-Funded Warrant, a “Pre-Funded Warrant
Share”), which may be issued in lieu of Common Stock upon
conversion of the Preferred Shares in the circumstances described
in the Registration Statement and Prospectus.
The Preferred Shares, the Conversion Shares, the Pre-Funded
Warrants and the Pre-Funded Warrant Shares are to be issued and
sold by the Company pursuant to the Securities Purchase Agreement,
dated as of December 31, 2020 (the “Purchase
Agreement”), between the Company and the purchaser signatory
thereto, the form of which will be filed with the Commission as
Exhibit 10.1 to the Company’s Current Report on Form 8-K, to
be filed in connection with the transactions effected by the
Purchase Agreement.
In
connection with this opinion, we have (i) investigated such
questions of law, (ii) examined originals or certified, conformed
or reproduction copies of such agreements, instruments, documents
and records of the Company, such certificates of public officials
and such other documents and (iii) received such information from
officers and representatives of the Company as we have deemed
necessary or appropriate for the purposes of this
opinion
In all
such examinations, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the
authenticity of original and certified documents and the conformity
to original or certified documents of all copies submitted to us as
conformed or reproduction copies. As to various questions of fact
relevant to the opinion expressed herein, we have relied upon, and
assume the accuracy of, the representations and warranties set
forth in the Purchase Agreement, and certificates and oral or
written statements and other information of or from public
officials and officers and representatives of the
Company.
Based
on the foregoing, and subject to the assumptions, limitations and
qualifications stated herein, we are of the opinion that (i) the
Preferred Shares have been duly authorized and, when issued and
paid for in accordance with the terms of the Purchase Agreement,
will be validly issued, fully paid and non-assessable, (ii) the
Conversion Shares have been duly authorized and, when issued upon
conversion of the Preferred Shares in accordance with the terms
thereof, will be validly issued, fully paid and non-assessable,
(iii) the Pre-Funded Warrants have been duly authorized and, when
executed and delivered by the Company upon conversion of the
Preferred Shares in accordance with the terms thereof, will
constitute the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with their terms,
subject to bankruptcy, insolvency or other similar laws affecting
creditors’ rights and to general equitable principles, and
(iv) the Pre-Funded Warrant Shares have been duly authorized and,
when issued and paid for upon exercise of the Pre-Funded Warrants
in accordance with the terms thereof, will be validly issued, fully
paid and non-assessable.
The
opinion expressed herein is limited to the General Corporation Law
of the State of Delaware (including reported judicial decisions
interpreting the General Corporation Law of the State of Delaware)
and the applicable laws of the State of New York.
The
opinion expressed herein is limited to the matters stated herein
and no opinion is implied or may be inferred beyond the matters
expressly stated herein. We undertake no obligation to supplement
this letter if any applicable laws change after the date hereof or
if we become aware of any facts that might change the opinion
expressed herein after that date or for any other
reason.
We hereby consent to the inclusion of this opinion as an exhibit to
a Current Report on Form 8-K to be filed by the Company with the
Commission, which Current Report on Form 8-K will be incorporated
by reference into the Registration Statement, and to the references
to our firm under the caption “Legal Matters” in the
Prospectus Supplement. In giving our consent, we do not 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.
|
|
Very
truly yours,
/s/ Lowenstein Sandler LLP
Lowenstein
Sandler LLP
|