Attached files

file filename
S-1 - REGISTRATION STATEMENT - InMed Pharmaceuticals Inc.ea144036-s1_inmedpharma.htm
EX-23.1 - CONSENT OF KPMG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - InMed Pharmaceuticals Inc.ea144036ex23-1_inmedpha.htm
EX-10.7 - AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT, DATED MARCH 1, 2021, BETWEE - InMed Pharmaceuticals Inc.ea144036ex10-7_inmedpha.htm
EX-10.6 - AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT, DATED MARCH 1, 2021, BETWEE - InMed Pharmaceuticals Inc.ea144036ex10-6_inmedpha.htm
EX-10.5 - AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT, DATED MARCH 1, 2021, BETWEE - InMed Pharmaceuticals Inc.ea144036ex10-5_inmedpha.htm
EX-10.4 - AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT, DATED MARCH 1, 2021, BETWEE - InMed Pharmaceuticals Inc.ea144036ex10-4_inmedpha.htm
EX-10.3 - AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT, DATED MARCH 1, 2021, BETWEE - InMed Pharmaceuticals Inc.ea144036ex10-3_inmedpha.htm
EX-4.3 - FORM OF SPECIFIC COMMON SHARE CERTIFICATE - InMed Pharmaceuticals Inc.ea144036ex4-3_inmedpha.htm

Exhibit 5.1

 

 

July 12, 2021

 

InMed Pharmaceuticals Inc.

 

815 W. Hastings Street

Vancouver, British Columbia, Canada

V6C 1B4

 

 

Norton Rose Fulbright Canada llp
510 West Georgia Street, Suite 1800
Vancouver, British Columbia V6B 0M3

F: +1 604.641.4949

nortonrosefulbright.com

 

Re: Registration Statement InMed Pharmaceuticals Inc. on Form S-1

 

Dear Sirs/Mesdames:

 

We have acted as counsel to InMed Pharmaceuticals Inc. (the Company), a corporation incorporated under the laws of British Columbia, in connection with its filing of a registration statement on Form S-1 (the Registration Statement) filed by the Company under the Securities Act of 1933, as amended (the Securities Act), relating to the offer and resale of up to an aggregate of 8,072,654 common shares of the Company, consisting of: (i) 890,000 common shares previously issued by the Company in July 2021 (the Common Shares), (ii) 3,146,327 common shares (the “Pre-Funded Warrant Shares”) issuable upon the exercise of outstanding unregistered pre-funded warrants previously issued by the Company in July 2021, with such pre-funded warrants exercisable at an exercise price of US$0.0001 per share at any time (the “Pre-Funded Warrants”), and (iii) 4,036,327 common shares (the “Series A Warrant Shares” and, together with the Pre-Funded Warrant Shares, the “Warrant Shares”), issuable upon the exercise of outstanding unregistered Series A warrants previously issued by the Company in July 2021, with such Series A warrants exercisable at an exercise price of US$2.848 per share until July 2, 2026 (the “Series A Warrants” and, together with the Pre-Funded Warrants, the “Warrants”). We have been requested by the Company to render this opinion in connection with the filing of the Registration Statement.

 

As counsel, we have made such investigations and examined the originals, or duplicate, certified, conformed, telecopied or photostatic copies of such corporate records, agreements, documents and other instruments and have made such other investigations as we have considered necessary or relevant for the purposes of this opinion, including:

 

  (a) the Registration Statement;

 

  (b) the articles, as amended, and the notice of articles of the Company; and

 

  (c) a Certificate of Good Standing dated July 9, 2021 issued by the British Columbia Registrar of Companies.

 

With respect to the accuracy of factual matters material to this opinion, we have relied upon certificates or comparable documents and representations of public officials and of officers of the Company and have not performed any independent check or verification of such factual matters.

 

In giving this opinion, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as duplicates, certified, conformed, telecopied or photostatic copies and the authenticity of the originals of such latter documents, and that all facts set forth in the certificates supplied by officers of the Company are complete, true and accurate as of the date hereof. We have also assumed that the certificate of compliance referred to above will continue to be accurate as at the date of issuance of any Common Shares or Warrant Shares offered or sold under the Registration Statement, and that prior to the issuance and delivery of the Warrant Shares, the Company will receive, in cash, the full exercise price in respect of the Warrants.

 

 

 

 

The opinion set forth below is limited to the laws of the Province of British Columbia and the federal laws of Canada applicable therein, in each case in effect on the date hereof. Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.

 

The opinion set forth below is subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting the rights of creditors; (ii) the effect of general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief and other equitable remedies), regardless of whether considered in a proceeding at law or in equity, (iii) the effect of public policy considerations that may limit the rights of the parties to obtain further remedies, (iv) we express no opinion with respect to the enforceability of provisions relating to choice of law, choice of venue, jurisdiction or waivers of jury trial, and (v) we express no opinion with respect to the enforceability of any waiver of any usury defense.

 

Based on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, including the assumption that the Registration Statement and any required post-effective amendment(s) thereto required by applicable laws have become effective under the Securities Act, we are of the opinion that:

 

1.upon delivery of and payment for such Common Shares in the manner contemplated by the Registration Statement, the Common Shares will be validly issued, fully paid and non-assessable shares in the share capital of the Company; and

 

2.the Warrant Shares have been authorized, reserved and allotted for issuance and, upon issuance, delivery and payment therefor in accordance with the terms of the Warrants, the Warrant Shares will be validly issued as fully-paid and non-assessable shares in the capital of the Company.

 

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of our name therein. 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 of the Commission promulgated thereunder.

 

Yours truly,

 

/s/ Norton Rose Fulbright Canada LLP

 

Norton Rose Fulbright Canada LLP is a limited liability partnership established in Canada.

 

Norton Rose Fulbright Canada LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright South Africa Inc and Norton Rose Fulbright US LLP are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are at nortonrosefulbright.com.