Attached files
file | filename |
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EX-23.1 - CONSENTS OF EXPERTS AND COUNSEL - Q BioMed Inc. | a23-1.htm |
EX-10.17 - MATERIAL CONTRACTS - Q BioMed Inc. | spa.htm |
EX-10.16 - MATERIAL CONTRACTS - Q BioMed Inc. | paa.htm |
S-1/A - PRIMARY DOCUMENT - Q BioMed Inc. | qbios1.htm |
EXHIBIT 5.1
January
12, 2018
|
Q
BioMed Inc.
c/o
Ortoli Rosenstadt LLP
501
Madison Avenue
New
York, NY 10022
|
|
Re:
|
Registration Statement No. 333-222008
|
Ladies and Gentlemen:
We
have acted as counsel to Q BioMed Inc., a Nevada corporation (the
“Company”), in connection with the proposed issuance of
up to (i) 2,250,000 shares (the “Shares”) of common
stock, $0.0001 par value per share (the “Common
Stock”), (ii) 2,250,000 warrants (the "Warrants) to purchase
2,250,000 shares (the “Warrant Shares”) of Common Stock
underlying the warrants, (iii) the warrant shares and (iv) 112,500
warrants (the "Placement Agent Warrants") to purchase 112,500
shares (the “Placement Agent Warrant Shares”) of Common
Stock underlying the Placement Agent Warrants warrants. The Shares,
the Warrants, the Warrant Shares, the Placement Agent Warrant
Shares and the Placement Agent Warrant Shares are included in a
registration statement on Form S-1 under the Securities Act of
1933, as amended (the “Act”), filed with the Securities
and Exchange Commission (the “Commission”) on December
12, 2017 (File No. 333-222008) (as amended, the
“Registration Statement”). This opinion is being
furnished in connection with the requirements of
Item 601(b)(5) of Regulation S-K under the Act, and no opinion
is expressed herein as to any matter pertaining to the contents of
the Registration Statement or related Prospectus, other than as
expressly stated herein with respect to the issue of the Shares,
the Warrants, the Warrant Shares, the Placement Agent Warrants and
the Placement Agent Warrant Shares.
As such counsel, we have examined such matters of
fact and questions of law as we have considered appropriate for
purposes of this letter. With your consent, we have relied upon
certificates and other assurances of officers of the Company and
others as to factual matters without having independently verified
such factual matters. We are opining herein as to
Chapter 78 of the
Nevada Corporations Law, located within the Nevada Revised Statutes
(“Chapter 78 of the NRS”), as amended, and as currently
in effect (including the statutory provisions contained therein,
any applicable provisions of the Nevada Constitution and any
applicable reported judicial decisions interpreting these laws but
not including any laws, statutes, ordinances, administrative
decisions, rules or regulations of any political subdivision below
the state level), and we
express no opinion with respect to any other
laws.
Subject
to the foregoing and the other matters set forth herein, it is our
opinion that, as of the date hereof:
(i)
when
(a) the Shares have been issued by the Company against payment
therefor in the circumstances contemplated by the form of
securities purchase agreement most recently filed as an exhibit to
the Registration Statement and (b) the Shares shall have been duly
registered on the books of the transfer agent and registrar
therefor in the name or on behalf of the purchasers, the issue and
sale of the Shares will have been duly authorized by all necessary
corporate action of the Company, and the Shares will be validly
issued, fully paid and nonassessable;
(ii)
the
Warrants have been duly authorized and when the Warrants have been
issued and paid for in accordance with the terms and conditions of
the forms of securities purchase agreement most recently filed as
an exhibit to the Registration Statement Purchase Agreement, upon
issuance, the Warrants will constitute calid and binding
obligations of the company;
(iii)
when
(a) the Warrants have been issued by the Company against payment
therefor in the circumstances contemplated by the form of
securities purchase agreement most recently filed as an exhibit to
the Registration Statement, (b) the Warrant Shares have been issued
by the Company against payment therefor in the circumstances
contemplated by the form of the Warrants most recently filed as an
exhibit to the Registration Statement and (c) the Warrant Shares
shall have been duly registered on the books of the transfer agent
and registrar therefor in the name or on behalf of the purchasers,
the issue and sale of the Warrants and the Warrant Shares will have
been duly authorized by all necessary corporate action of the
Company, and the Warrant Shares will be validly issued, fully paid
and nonassessable; and
(iv)
the
Placement Agent Warrants have been duly authorized and when the
Placement Agent Warrants have been issued and paid for in
accordance with the terms and conditions of the form placement
agent agreement most recently filed as an exhibit to the
Registration Statement; and
(v)
when
(a) the Placement Agent Warrants have been issued by the Company in
the circumstances contemplated by the form of placement agent
agreement most recently filed as an exhibit to the Registration
Statement, (b) the Placement Agent Warrant Shares have been issued
by the Company against payment therefor in the circumstances
contemplated by the the Placement Agent Warrants and (c) the
Placement Agent Warrant Shares shall have been duly registered on
the books of the transfer agent and registrar therefor in the name
or on behalf of the purchasers, the issue and sale of the Placement
Agent Warrants and the Placement Agent Warrant Shares will have
been duly authorized by all necessary corporate action of the
Company, and the Placement Agent Warrant Shares will be validly
issued, fully paid and nonassessable.
In rendering the foregoing opinions, we have
assumed that the Company will comply with all applicable notice
requirements regarding uncertificated shares provided in
Chapter 78
of the NRS.
This
opinion is for your benefit in connection with the Registration
Statement and may be relied upon by you and by persons entitled to
rely upon it pursuant to the applicable provisions of the Act. We
consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the
Prospectus under the heading “Legal Matters.” 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
Act or the rules and regulations of the Commission
thereunder.
/s/ Ortoli
Rosenstadt LLP
Ortoli
Rosenstadt LLP