Attached files
Exhibit 5.1
January
6, 2020
File No.: 319406.00006
By Regular Mail
Edesa
Biotech Inc.
100 Spy
Court
Markham,
ON L3R 5H6
Canada
Dear
Sirs/Mesdames:
Re:
Offering Pursuant to Registration Statement
We have acted as Canadian
legal counsel for Edesa Biotech, Inc., a corporation organized
under the laws of British Columbia (the “Company”), in connection with the
sale by the Company of up to 1,355,380 common shares in the capital
of the Company, with no par value per share (collectively, the
“Shares”)
pursuant to the Registration Statement on Form S-3, Registration
No. 333-233567, filed by the
Company with the Securities and Exchange Commission (the
“Commission”)
and declared effective on September 12, 2019 (the
“Registration
Statement”). The prospectus supplement dated January
6, 2020, in the form filed with the Commission under Rule 424(b)
promulgated under the Securities Act of 1933, as amended (the
“Securities
Act”), is hereinafter referred to as the
“Prospectus Supplement.” The Shares are to be sold to
certain investors resident in the United States pursuant to a
Securities Purchase Agreement dated January 6, 2020 (the
“Purchase
Agreement”) and to certain investors not resident in
the United States pursuant to a Subscription Agreement between the
Company and each such investor, each dated January 6, 2020
(collectively, the “Subscription
Agreements”).
As
Canadian counsel to the Company in connection with the proposed
potential issuance and sale of the above-referenced Shares, we have
examined: (i) the Company’s Notice of Articles and the
Company’s Articles, each as amended to date; (ii) certain
resolutions of the Board of Directors and a Pricing Committee of
the Board of Directors of the Company relating to the sale of the
Shares; (iii) the Purchase Agreement; (iv) the Subscription
Agreements, and (v) such other proceedings, documents and records
as we have deemed necessary to enable us to render this opinion. In
all such examinations, we have assumed the genuineness of all
signatures, the authenticity of all documents, certificates and
instruments submitted to us as originals and the conformity with
the originals of all documents submitted to us as copies. We have,
among other things, relied upon certificates of public officials
and, as to various factual matters, certificates of officers of the
Company.
Based
upon the foregoing, we are of the opinion that the Shares, when
issued and sold in accordance with the terms and conditions of the
Purchase Agreement and Subscription Agreements, as applicable, will
be validly issued, fully paid and non-assessable.
It is
understood that this opinion is to be used only in connection with
the offer, sale and issuance of the Shares while the Registration
Statement is in effect.
We are
qualified to practice law in the Provinces of British Columbia,
Alberta, Ontario and Quebec and we do not purport to be experts on
the law of any other jurisdiction other than the Provinces of
British Columbia, Alberta, Ontario and Quebec and the federal laws
of Canada applicable therein. We do not express any opinion herein
concerning any law other than the laws of the Provinces of British
Columbia, Alberta, Ontario and Quebec and the federal laws of
Canada applicable therein. We express no opinion and make no
representation with respect to the law of any other jurisdiction.
This opinion is expressed as of the date hereof unless otherwise
expressly stated, and we disclaim any undertaking to advise you of
any subsequent changes of the facts stated or assumed herein or any
subsequent changes in applicable law.
We
hereby expressly consent to the filing of this opinion as an
exhibit to the Company’s Current Report on Form 8-K dated
January 6, 2020, which is incorporated by reference in the
Registration Statement and to the use of our name under the caption
“Legal Matters” in the Prospectus Supplement. In giving
this consent, we do not admit that we are “experts”
within the meaning of Section 11 of the Securities Act or within
the category of persons whose consent is required by Section 7 of
the Securities
Act.
Yours
truly,
FASKEN MARTINEAU DuMOULIN LLP