Attached files
| file | filename |
|---|---|
| EX-99.2 - PRESS RELEASE DATED FEBRUARY 24, 2021 - Celcuity Inc. | celc_ex992.htm |
| EX-99.1 - PRESS RELEASE DATED FEBRUARY 22, 2021 - Celcuity Inc. | celc_ex991.htm |
| EX-1.1 - PURCHASE AGREEMENT - Celcuity Inc. | celc_ex11.htm |
| 8-K - CURRENT REPORT - Celcuity Inc. | celc-20601231.htm |
Exhibit 5.1
February
24, 2021
Celcuity Inc.
16305
36th Avenue N., Suite 100
Minneapolis,
MN 55446
RE:
Celcuity Inc.
Public Offering of Common Stock
Ladies
and Gentlemen:
We have acted as counsel to Celcuity Inc., a Delaware corporation
(the “Company”), in connection with the preparation and
filing by the Company of a prospectus supplement dated February 23,
2021 (the “Prospectus
Supplement”), which
supplements a Registration Statement on Form S-3 (Registration No.
333-227466) (the “Registration
Statement”), filed with
the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as
amended (the “Securities
Act”), and effective
October 4, 2018 and the prospectus included therein (the
“Base
Prospectus”), and the
Prospectus Supplement (together with the Base Prospectus, the
“Prospectus”). The Registration Statement and the
Prospectus relate to the offer and sale by the Company of 1,971,100
shares of common stock, par value $0.001 per share (the
“Shares”),
including up to 257,100 shares that may be sold pursuant to the
exercise of a 30-day option granted by the
Company.
We understand the Shares are to be issued pursuant to the
Prospectus and the Purchase Agreement dated February 23, 2021, by
and between the Company and Craig-Hallum Capital Group LLC, as
underwriter (the “Purchase
Agreement”).
In connection with the foregoing, we have relied upon, among other
things, our examination of such documents, records of the Company
and certificates of public officials as we deemed necessary for
purposes of the opinions expressed below. In addition, as to
certain factual matters relevant to the opinions expressed below,
we have relied upon a certificate of officers of the Company. In
our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and
the conformity with the original of all documents submitted to us
as copies thereof.
Based upon the foregoing and upon the representations and
information provided by the Company, we are of the opinion that the
issuance of the Shares has been duly authorized and, when and to
the extent the Shares are issued against payment therefor in
accordance with the Prospectus and the Purchase Agreement, such
Shares will be validly issued, fully paid and
non-assessable.
This opinion is limited to the Delaware General Corporation Law. We
hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Current Report on Form 8-K filed by the Company
on the date hereof and the reference to our firm under the heading
“Legal Matters” in the Registration Statement and
Prospectus. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section
7 of the Securities Act or the rules and regulations promulgated
thereunder by the Commission.
Very
truly yours,
Fredrikson &
Byron, P.A.
By:
/s/ Eric O.
Madson
Its:
Vice President