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EX-1.1 - AT-THE-MARKET ISSUANCE SALES AGREEMENT BY AND BETWEEN ENDRA LIFE SCIENCES INC. A - ENDRA Life Sciences Inc. | ndra_ex11.htm |
8-K - FORM 8-K - ENDRA Life Sciences Inc. | ndra_8k.htm |
Exhibit
5.1
February
19, 2021
ENDRA
Life Sciences Inc.
3600
Green Court, Suite 350
Ann
Arbor, MI 48105
Ladies
and Gentlemen:
We have
acted as counsel to ENDRA Life Sciences Inc., a Delaware
corporation (the “Company”), in connection
with the issuance and sale by the Company from time to time of
common stock, par value $0.0001 per share, of the Company
(“Common
Stock”), having an aggregate offering price of up to
$12,600,000 (the “Shares”) pursuant to that
certain At-The-Market Issuance Sales Agreement dated February 19,
2021 (the “ATM
Agreement”) between the Company and Ascendiant Capital
Markets, LLC. The Shares have been registered on a Registration
Statement on Form S-3 (File No. 333-229090) (such registration
statement, including documents incorporated by reference therein,
the “Registration
Statement”), initially filed by the Company with the
Securities and Exchange Commission (the “Commission”) on December
28, 2018.
This
opinion letter is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the
Securities Act of 1933, as amended (the “Securities
Act”).
The
Company has requested our opinion as to the matters set forth below
in connection with the Registration Statement. For the purposes of
rendering that opinion, we have examined: (i) the Registration
Statement, including the exhibits filed therewith; (ii) the ATM
Agreement; (iii) the Company’s prospectus supplement, dated
February 19, 2021, filed with the Commission pursuant to Rule
424(b) under the Securities Act (including the documents
incorporated or deemed incorporated by reference therein) (the
“Prospectus
Supplement”); (iv) the Company’s Fourth Amended
and Restated Certificate of Incorporation (the “Certificate of
Incorporation”); (v) the Company’s Amended and
Restated Bylaws; (vi) the Company’s stock ledger; and (vii)
the corporate action of the Company that provides for the issuance
of the Shares (the “Authorizing
Resolutions”). We have also 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, and, as to certain matters of fact that
are material to our opinion, we have also relied upon a certificate
of an officer of the Company. We have considered such matters of
law as we have deemed necessary to render the opinion contained
herein.
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, the conformity to the original or final versions of the
documents submitted to us as copies or drafts 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.
In
rendering our opinion below, we also have assumed that: (i) the
Company will have sufficient authorized and unissued shares of
Common Stock at the time of each issuance of Shares pursuant to the
ATM Agreement to provide for such issuance, (ii) the issuance of
all Shares will be duly noted in the Company’s stock ledger
upon issuance, (iii) the ATM Agreement constitutes the valid and
binding agreement of the parties thereto, enforceable against the
parties thereto in accordance with its terms, and (iv) prior to the
issuance of any of the Shares, any authority delegated by the
Pricing Committee pursuant to the Authorizing Resolutions will be
exercised in accordance with the Authorizing Resolutions. 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.
Based
upon and subject to the foregoing, it is our opinion that the
Shares have been duly and validly authorized for issuance by the
Company and, when issued and delivered by the Company and paid for
pursuant to the ATM Agreement, will be validly issued, fully paid
and nonassessable.
The
opinion set forth above is subject to the following additional
assumptions: (i) the effectiveness of the Registration Statement
and any amendment thereto (including any post-effective amendment)
under the Securities Act shall not have been terminated, suspended
or rescinded; (ii) all Shares offered pursuant to the Registration
Statement will be issued and sold (a) in compliance with all
applicable federal and state securities laws, rules and regulations
and solely in the manner provided in the Registration Statement and
the Prospectus and (b) only upon payment of the consideration fixed
therefor in accordance with the ATM Agreement; and (iii) there will
not have occurred any change in law or fact affecting the validity
of any of the opinions rendered herein with respect thereto. We
assume no obligation to update or supplement our opinion to reflect
any changes of law or fact that may occur.
We
hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Company’s Current Report on Form 8-K filed
on February 19, 2021 and to the incorporation by reference of this
opinion in the Registration Statement, and to the reference to our
firm under the caption “Experts” in the Prospectus
Supplement. In giving our 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 or regulations
thereunder. This opinion is expressed as of the date hereof, and we
disclaim any undertaking to advise of any subsequent changes in the
facts stated or assumed herein or any subsequent changes in
law.
Yours
truly,
/s/
K&L Gates LLP
K&L
Gates LLP