Attached files
| file | filename |
|---|---|
| EX-99.2 - PRESS RELEASE - VistaGen Therapeutics, Inc. | ex99-2.htm |
| 8-K - CURRENT REPORT - VistaGen Therapeutics, Inc. | vtgn8k_aug2020.htm |
| EX-99.3 - PRESS RELEASE - VistaGen Therapeutics, Inc. | ex99-3.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - VistaGen Therapeutics, Inc. | ex1-1.htm |
| EX-99.1 - PRESS RELEASE - VistaGen Therapeutics, Inc. | ex99-1.htm |
Exhibit 5.1
August 5, 2020
VistaGen Therapeutics, Inc.
343 Allerton Avenue
South San Francisco, California 94090
Ladies and Gentlemen:
You have requested our opinion, as counsel to
VistaGen Therapeutics, Inc., a Nevada corporation (the
“Company”), with respect to certain matters in
connection with the offering by the Company of 17,968,750 shares of
its common stock, par value $0.001 (the “Shares”), including up to 2,343,750 Shares that
may be sold pursuant to the exercise of an option to purchase
additional shares, each pursuant to the Registration Statement
on Form S-3 (No. 333-234025) (the “Registration
Statement”) filed with
the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933 (the
“Act”), the prospectus included within the
Registration Statement declared effective October 7, 2019 (the
“Base
Prospectus”) and the
prospectus supplement dated August 4, 2020 filed with the
Commission pursuant to Rule 424(b) of the Rules and Regulations of
the Act (the “Prospectus
Supplement”) (the Base
Prospectus and Prospectus Supplement are collectively referred to
as the “Prospectus”). The Shares are to be sold by the Company
as described in the Registration Statement and the
Prospectus.
We
have examined and relied upon the Registration Statement and the
Prospectus, the Company’s Amended and Restated Certificate of
Incorporation, as amended, and Bylaws, as currently in effect, and
the originals or copies certified to our satisfaction of such
records, documents, certificates, memoranda and other instruments
as we have deemed relevant in connection with this opinion. We have
assumed the genuineness and authenticity of all documents submitted
to us as originals, the conformity to originals of all documents
submitted to us as copies, and the accuracy, completeness and
authenticity of certificates of public officials.
The
opinions set forth in this letter are limited to the Nevada Revised
States and the law of the State of California, in each case as in
effect on the date hereof. We are not rendering any opinion as to
compliance with any federal or state antifraud law, rule or
regulation relating to securities or to the sale or issuance
thereof. On the basis of the foregoing, and in reliance thereon,
and subject to the qualifications herein stated, we are of the
opinion that the Shares have been duly authorized by all necessary
corporate action on the part of the Company and when sold, issued
and delivered against payment therefor as described in the
Registration Statement and the Prospectus, will be validly issued,
fully paid and non-assessable.
We consent to the reference to our firm under the
caption “Legal
Matters” in the
Prospectus and to the filing of this opinion as an exhibit to a
Current Report on Form 8-K to be filed with the Commission for
incorporation by reference into the Registration Statement. In
giving this consent, we do not admit that we are
“experts” within the meaning of Section 11 of the Act
or within the category of persons whose consent is required by
Section 7 of the Securities Act.
Very
truly yours,
/s/ Disclosure Law Group
Disclosure
Law Group, a Professional Corporation