Attached files
| file | filename |
|---|---|
| S-1/A - AMENDMENT NO. 2 TO FORM S-1 - VistaGen Therapeutics, Inc. | vstas1a2_may52016.htm |
| EX-1.1 - FORM OF WARRANT - VistaGen Therapeutics, Inc. | ex1-1.htm |
| EX-4.10 - FORM OF WARRANT - VistaGen Therapeutics, Inc. | ex4-10.htm |
| EX-23.2 - CONSENT OF OUM & CO., LLP - VistaGen Therapeutics, Inc. | ex23-2.htm |
| EX-4.11 - FORM OF WARRANT AGENCY AGREEMENT - VistaGen Therapeutics, Inc. | ex4-11.htm |
Exhibit 5.1
| May 5, 2016 |
VistaGen Therapeutics, Inc.
343 Allerton Avenue
South San Francisco, CA 94080
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We are acting as counsel for VistaGen Therapeutics, Inc., a Nevada corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-1, Registration No. 333-210152 (such Registration Statement, as amended from time to time, is herein referred to as the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). The Registration Statement covers the proposed public offering of an aggregate of up to $31,188,000 of (i) shares of the Company’s common stock (“Common Stock”), par value $0.001 per share (the “Shares”), (ii) warrants (“Warrants”) to each purchase one share of the Company’s Common Stock (“Warrant Shares”); and (iii) shares of Common Stock and warrants to purchase one share of Common Stock issuable upon exercise of the underwriter’s over-allotment option (the “Over-Allotment Securities”). The Shares, Warrants, Warrant Shares and Over-Allotment Securities are collectively referred to herein as the “Securities.”
As the basis for the opinion hereinafter expressed, we have examined such statutes, Company corporate records and documents, certificates of Company and public officials, and other instruments and documents as we deemed relevant or necessary for the purposes of the opinion set forth below.
In making our examination, we have assumed the legal capacity of all natural persons, that all signatures on documents examined by us are genuine, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as certified, conformed or photostatic copies. We have also assumed the accuracy and completeness of all information provided to us by the Company during the course of our investigations, on which we have relied in issuing the opinion expressed below. We have relied upon a certificate and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.
Based on the foregoing and on such legal considerations as we deem relevant, and subject to the qualifications, assumptions and limitations stated herein and in reliance on the statements of fact contained in the documents we have examined, we are of the opinion that (i) the Shares, Warrants and Over-Allotment Securities, when issued and sold in the manner contemplated by the Registration Statement, will be duly authorized, validly issued, fully paid and nonassessable, and (ii) the Warrant Shares, including any shares of Common Stock issuable upon exercise of warrants issued as Over-Allotment Securities, when issued by the Company upon the exercise and in accordance with the terms thereof, will be duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to the reference to us under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement and to the filing of this opinion letter as an exhibit to the Registration Statement, and any amendments thereto. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission promulgated thereunder.
We are members of the Bar of the State of California, and the opinions expressed herein are limited to questions arising under the laws of the State of California, the Corporation Code of the State of Nevada and the federal laws of the United States of America, and, other than as set forth below, we disclaim any opinion whatsoever with respect to matters governed by the laws of any other jurisdiction. We note that the Warrants, including those warrants issuable as Over-Allotment Securities, designate the laws of the State of New York as the laws governing such Warrants. Our opinion is premised upon the result that would be obtained if a California court were to apply the internal laws of the State of California to the interpretation and enforcement of all warrants referenced herein (notwithstanding the designation therein of the laws of the State of New York).
This opinion letter is given to you solely for use in connection with the offer and sale of the Securities while the Registration Statement is in effect and is not to be relied upon for any other purpose. Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Securities or the Registration Statement.
Very truly yours,
Disclosure Law Group,
a Professional Corporation
By: /s/ Daniel W. Rumsey Esq.
Daniel W. Rumsey, Esq.
