Attached files
| file | filename |
|---|---|
| EX-23.1 - CONSENTS OF EXPERTS AND COUNSEL - AzurRx BioPharma, Inc. | ex23-1.htm |
| S-1/A - AMENDMENT NO. 1 - AzurRx BioPharma, Inc. | azrxs1-am1_july2017.htm |
Exhibit
5.1
August
8, 2017
AzurRx
BioPharma, Inc.
760
Parkside Avenue
Downstate
Biotechnology Incubator, Suite 304
Brooklyn, NY
11226
Ladies
and Gentlemen:
We have
acted as legal counsel to AzurRx BioPharma, Inc., a Delaware
corporation (the “Company”), in connection with its
registration statement on Form S-1 (the “Registration Statement”), filed
with the Securities and Exchange Commission (the
“Commission”)
relating to the proposed resale of up to 5,905,535 shares (the
“Shares”) of
the Company’s common stock, par value $0.0001 per share
(“Common
Stock”), which amount includes 289,257 shares that may
be issued upon conversion of an outstanding 12% Senior Secured
Original Issue Discount Convertible Debenture (the
“Debenture”)
(the “Debenture
Shares”), 4,063,420 shares that may be issued
upon exercise of outstanding common stock purchase warrants (the
“Warrant
Shares”) currently held by the selling stockholders
identified in the Registration Statement (the “Selling Stockholders”), and
164,256 shares issuable upon exercise of a common stock purchase
warrant currently held in escrow on behalf of one of the Selling
Stockholders (the “Escrowed
Warrant Shares”). This opinion letter is furnished to
you at your request to enable you to fulfill the requirements of
Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5),
in connection with the Registration Statement.
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.
In connection with the opinion hereinafter expressed, we have
assumed that all of the Shares will be resold in the manner stated
in the prospectus forming a part of the Registration
Statement.
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 have been duly authorized, validly issued, and
are fully paid and nonassessable, (ii) the Debenture Shares, when
issued by the Company in accordance with the terms of the
Debenture, will be duly authorized, validly issued, fully paid and
nonassessable, and (iii) the Warrant Shares and the Escrowed
Warrant Shares, when issued by the Company in accordance with the
terms of such respective warrant agreements, 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.
Very
truly yours,
By: /s/
Disclosure Law Group
Disclosure
Law Group, a Professional Corporation