Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Celcuity Inc. | celc_8k.htm |
| EX-1.1 - AT MARKET ISSUANCE SALES AGREEMENT - Celcuity Inc. | celc_ex11.htm |
Exhibit
5.1
June 5,
2020
Celcuity Inc.
16305 36th Avenue
N., Suite 100
Minneapolis, MN
55446
|
RE:
|
Registration Statement on Form S-3 (333-227466)
|
Ladies
and Gentlemen:
We have acted as counsel to Celcuity Inc., a Delaware corporation
(the “Company”), in connection with the above-referenced
registration statement (the “Registration
Statement”), the base
prospectus dated October 4, 2018
(the “Base
Prospectus”), and the
prospectus supplement dated June 5, 2020 (collectively with the
Base Prospectus, the “Prospectus”), relating to the offering by the Company
of up to $10,000,000 of shares (the “Shares”) of the Company’s common stock, par
value $0.001 per share (“Common Stock”). The Shares are covered by the
Registration Statement and we understand that the Shares are to be
offered and sold in the manner described in the Prospectus.
This opinion is being delivered at the request of the Company
and in accordance with the requirements of Item 601(b)(5) of
Regulation S-K promulgated by the Securities and Exchange
Commission (the “Commission”).
In
connection with rendering this opinion, we have reviewed the
following, as presented, and represented as being such, to us by
the Company: (i) the Company’s Certificate of
Incorporation, as amended to date; (ii) the Company’s
Bylaws, as amended to date; and (iii) certain resolutions of
the Company’s Board of Directors and committees thereof
pertaining to the issuance by the Company of the
Shares.
We have
examined and relied upon the information set forth in the
Registration Statement and the Prospectus and such other records,
agreements, certificates, public officials, and documents as we
have deemed necessary as a basis for the opinions expressed herein.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals and the conformity with the original of all documents
submitted to us as copies thereof. As to certain matters of fact
relevant to the opinions expressed below, we have, without
independent verification or further inquiry, relied upon
certificates and statements of officers of the
Company.
Based upon and subject to the foregoing, we are of the opinion that
the Shares have been duly authorized and, when issued and paid for
as described in the Prospectus, will be validly issued, fully paid
and non-assessable.
This opinion letter has been prepared, and is to be understood, in
accordance with customary practice of lawyers who regularly give
and lawyers who regularly advise recipients regarding opinions of
this kind, is limited to the matters expressly stated herein and is
provided solely for purposes of complying with the requirements of
the Securities Act of 1933, as amended (the
“Securities
Act”), and no opinions
may be inferred or implied beyond the matters expressly stated
herein. The opinions expressed herein are rendered and speak
only as of the date hereof and we specifically disclaim any
responsibility to update such opinions subsequent to the date
hereof or to advise you of subsequent developments affecting such
opinions.
This
opinion is limited to the Delaware General Corporation Law. We
hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Current Report on Form 8-K filed by the
Company on the date hereof and the reference to our firm under the
heading “Legal Matters” in the Registration Statement
and Prospectus. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by
Section 7 of the Securities Act or the rules and
regulations promulgated thereunder by the Commission.
Very
truly yours,
Fredrikson &
Byron, P.A.
By: /s/ Eric O.
Madson
Its: Vice
President