Attached files
| file | filename |
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| S-1/A - AMENDMENT NO 6 TO FORM S1 - ENDRA Life Sciences Inc. | end_s1a.htm |
| EX-4.2 - FORM OF WARRANT AGREEMENT AND WARRANT - ENDRA Life Sciences Inc. | exhibit4_2.htm |
| EX-1.1 - FORM OF UNDERWRITING AGREEMENT - ENDRA Life Sciences Inc. | exhibit1_1.htm |
| EX-4.10 - FORM OF UNIT CERTIFICATE - ENDRA Life Sciences Inc. | exhibit4_10.htm |
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Exhibit
5.1
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K&L GATES llp
HEARST TOWER
47TH FLOOR
214 NORTH TRYON
STREET
CHARLOTTE, NC
28202
T 704.331.7400
F 704.331.7598
klgates.com
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January
23, 2017
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 filing by the Company of a Registration Statement on Form
S-1 (File No. 333-214724) originally filed with the Securities and
Exchange Commission (the “SEC”) on November 21,
2016 and amended on December 6, 2016, December 15, 2016, December
16, 2016, December 19, 2016, January 20, 2017 and January 23, 2017
(as amended, the “Registration Statement) under
the Securities Act of 1933, as amended (the “Securities Act”). The
Registration Statement relates to the proposed issuance and sale by
the Company (“Offering”) of (i) units
(“Units”), each consisting
of (x) one share (each a “Share”) of the
Company’s common stock, $0.0001 par value per share
(“Common
Stock”) and a (y) warrant (each a “Warrant”) to purchase one
share of Common Stock, to be issued under a warrant agreement, to
be dated on or about the date of the first issuance of the
applicable Warrants thereunder, by and between a warrant agent to
be selected by the Company (the “Warrant Agent”) and the
Company, in substantially the form filed as an exhibit to the
Registration Statement (the “Warrant Agreement”), (ii)
the Shares included in the Units, (iii) the Warrants included in
the Units, (iv) shares of Common Stock underlying the Warrants
(“Warrant
Shares”), (vi) a warrant (“Underwriter’s
Warrant”), issued to certain of the underwriters for
the Offering to purchase shares of Common Stock and (vii) shares of
Common Stock underlying the Underwriter’s Warrant
(“Underwriter’s Warrant
Shares”). The Units, the Shares, the Warrants, the
Warrant Shares, the Underwriter’s Warrant and the
Underwriter’s Warrant Shares are referred to herein,
collectively, as the “Securities”. The proposed
maximum aggregate offering price of the Securities is $29,044,000.
The Securities are to
be sold by the Company pursuant to an Underwriting Agreement by and
between the Company and Dougherty & Company LLC, acting as the
representative of the underwriters included therein (the
“Underwriting
Agreement”).
You
have requested our opinion as to the matters set forth below in
connection with the issuance of the Securities. For purposes of
rendering that opinion, we have examined: (i) the Registration
Statement, (ii) the Underwriting Agreement, (iii) the
Company’s Third Amended and Restated Certificate of
Incorporation, as amended (the “Charter”), (iv) the
Company’s Bylaws (the “Bylaws”), (v) the
Company’s stock, warrant and option ledgers, and (vi) the
corporate actions of the Company’s Board of Directors which
authorize the issuance of the Securities. We have reviewed such
other matters and made such other inquiries as we have deemed
necessary to render the opinions expressed herein. For the purposes
of this opinion letter, we have assumed 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, including without limitation, the Charter and
that all signatures on each such document are genuine.
ENDRA
Life Sciences Inc.
January
23, 2017
Page
2
In
rendering our opinion below, we also have assumed that: (a) the
Company will have sufficient authorized and unissued shares of
Common Stock at the time of each issuance of a Warrant Share or an
Underwriter’s Warrant Share; (b) each Share, Warrant Share
and Underwriter Warrant’s Share will be evidenced by an
appropriate certificate, duly executed and delivered or the
Company’s Board of Directors will adopt a resolution,
providing that all shares of Common Stock shall be uncertificated
in accordance with Section 158 of the Delaware General Corporation
Law (the “DGCL”), prior to their
issuance; (c) the issuance of each Share, Warrant Share and
Underwriter’s Warrant Share will be duly noted in the
Company’s stock ledger upon issuance; and (d) each of the
Warrants, the Underwriter’s Warrant and the Underwriting
Agreement constitutes a valid and binding agreement of each of the
parties thereto (other than the Company), enforceable against the
parties thereto in accordance with its terms. We have further
assumed the legal capacity of natural persons. We have not verified
any of those assumptions.
Our
opinion set forth below in the first sentence of numbered paragraph
1, the first sentence of numbered paragraph 3, the first sentence
of numbered paragraph 5 and numbered paragraphs 2, 4 and 6 are
limited to the DGCL. Our opinion set forth below in the second
sentence of numbered paragraph 1, the second sentence of numbered
paragraph 3 and the second sentence of numbered paragraph 5 are
limited to the laws of the State of New York.
Based
upon and subject to the foregoing, provided that the Registration
Statement and any required post-effective amendment thereto have
all become effective under the Securities Act and any related
prospectus required by applicable law (“Prospectus”) have been
delivered and filed as required by such laws, it is our opinion
that:
1.
The Units have been
duly authorized for issuance by the Company. The Units when issued,
delivered and paid for as described in the Prospectus and the
Underwriting Agreement, will constitute valid and binding
obligations of the Company, enforceable against the Company in
accordance with their terms, to deliver the Common Stock and
Warrants underlying the Units upon the terms and conditions of the
Underwriting Agreement.
2.
The Shares have
been duly authorized for issuance by the Company and, when issued
and paid for as described in the Prospectus and the Underwriting
Agreement, will be validly issued, fully paid, and
non-assessable.
3.
The Warrants have
been duly authorized for issuance by the Company. Provided that the
Warrant Agreement has been duly executed and delivered by the
Warrant Agent and the Company and that Warrants have been duly
executed and delivered by the Company and duly delivered to the
purchasers thereof against payment therefor, the Warrants will
constitute valid and binding obligations of the Company,
enforceable against the Company in accordance with their terms
subject to the effect of bankruptcy, insolvency, fraudulent
transfer, reorganization, receivership, moratorium and other laws
affecting the rights and remedies of creditors generally, and to
the exercise of judicial discretion in accordance with general
principles of equity (whether applied by a court of law or
equity).
ENDRA
Life Sciences Inc.
January
23, 2017
Page
3
4.
The Warrant Shares
have been duly authorized and, when issued and delivered by the
Company against payment therefor, upon the exercise of the Warrants
in accordance with the terms therein and the terms of the Warrant
Agreement, will be validly issued, fully paid, and
non-assessable.
5.
The
Underwriter’s Warrant has been duly authorized for issuance
by the Company. Provided that the Underwriter’s Warrant has
been duly executed and delivered by the Company and duly delivered
to the purchaser thereof against payment therefor, then the
Underwriter’s Warrant, when issued and paid for as described
in the Registration Statement and the Prospectus, will be a valid
and binding obligation of the Company, enforceable against the
Company in accordance with its terms, subject to the effect of
bankruptcy, insolvency, fraudulent transfer, reorganization,
receivership, moratorium and other laws affecting the rights and
remedies of creditors generally, and to the exercise of judicial
discretion in accordance with general principles of equity (whether
applied by a court of law or equity).
6.
The Underwriter
Warrant Shares have been duly authorized and, when issued and
delivered by the Company against payment therefor, upon the
exercise of the Underwriter’s Warrant in accordance with the
terms therein, will be validly issued, fully paid, and
non-assessable.
The
opinions set forth above are subject to the following additional
assumptions:
(a) The
Registration Statement and any amendment thereto (including any
post-effective amendment) will have become effective under the
Securities Act, and such effectiveness shall not have been
terminated, suspended or rescinded;
(b) All
Securities offered pursuant to the Registration Statement will be
issued and sold (i) 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 (ii) only upon payment of the consideration fixed therefor in
accordance with the Underwriting Agreement, the Warrant Agreement
and, if applicable, the Securities themselves, and there will not
have occurred any change in law or fact affecting the validity of
any of the opinions rendered herein with respect thereto;
and
ENDRA
Life Sciences Inc.
January
23, 2017
Page
4
(c) To
the extent that the obligations of the Company under any Warrant
Agreement, or other agreement pursuant to which any Securities
offered pursuant to the Registration Statement are to be issued or
governed, including any amendment or supplement thereto, may be
dependent upon such matters, we assume for purposes of this opinion
letter that (i) each party to any such agreement other than the
Company (including any applicable warrant agent or other party
acting in a similar capacity with respect to any Securities) will
be duly organized, validly existing and in good standing under the
laws of its jurisdiction of organization; that each such other
party will be duly qualified to engage in the activities
contemplated thereby; (ii) each such agreement and the applicable
Securities will have been duly authorized, executed and delivered
by each such other party and will constitute the valid and binding
obligations of each such other party, enforceable against each such
other party in accordance with their terms; (iii) each such other
party will be in compliance, with respect to acting in any capacity
contemplated by any such agreement, with all applicable laws and
regulations; and (iv) each such other party will have the requisite
organizational and legal power and authority to perform its
obligations under each such agreement.
We
assume no obligation to update or supplement any of our opinions to
reflect any changes of law or fact that may occur.
We
hereby consent to the filing of this opinion letter with the SEC as
Exhibit 5.1 to the Registration Statement. We also consent to the
reference to our Firm under the caption “Legal Matters”
in the Registration Statement and in the Prospectus. In giving our
consent, we do not thereby admit that we are experts with respect
to any part of the Registration Statement, the Prospectus or any
Prospectus Supplement within the meaning of the term
“expert”, as used in Section 11 of the Securities Act
or the rules and regulations promulgated thereunder, nor do we
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.
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Very
truly yours,
/s/
K&L Gates LLP
K&L
Gates LLP
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