Attached files
| file | filename |
|---|---|
| EX-1.1 - EQUITY DISTRIBUTION AGREEMENT - Edesa Biotech, Inc. | edsa_ex11.htm |
| 8-K - FORM 8-K - Edesa Biotech, Inc. | edsa_8k.htm |
Exhibit 5.1
September 28, 2020
Edesa Biotech, Inc.
100 Spy Court
Markham, ON L3R 5H6
Canada
Dear Sirs/Mesdames:
Re:
Edesa Biotech, Inc. - At-the-Market Offering
We have
acted as Canadian legal counsel to Edesa Biotech, Inc., a British
Columbia corporation (the “Company”), in connection with a
continuous “at-the-market” offering (the
“Offering”) of
up to 1,916,667 common shares of the Company, no par value
(“Common Stock”)
with an aggregate offering price of up to US$9,200,000 to be sold
under a prospectus supplement filed by the Company with the United
States Securities and Exchange Commission (“SEC”) on September 28, 2020 (the
“Prospectus
Supplement”) pursuant to Rule 424(b) of the Securities
Act of 1933, as amended (the “Act”), supplementing the
Company’s existing shelf registration statement on Form S-3
(File No. 333-233567) filed by the Company with the SEC, which was
declared effective by the SEC on September 12, 2019 (the
“Registration
Statement”) and the prospectus contained therein (the
“Base Prospectus”, and together with the
Prospectus Supplement, the “Prospectus”). The 1,916,667 shares
of Common Stock issuable under the Registration Statement and
Prospectus are hereinafter referred to as the “Offered Shares”.
The
Offering is to be made pursuant to the terms of an equity
distribution agreement (the “Distribution Agreement”) between
the Company and RBC Capital Markets, as sales agent, principal, or
sales agent and principal, as applicable, pursuant to which the
Company may issue and sell Offered Shares from time to time in
negotiated transactions or transactions that are deemed to be
“at the market offerings” as defined in Rule 415(a)(4)
under the Act.
We have
reviewed, but not participated in the preparation of: (i) the
Registration Statement; (ii) the Prospectus; and (iii) the
Distribution Agreement.
We have
examined originals or certified copies of such corporate records,
documents, certificates and instruments as we have deemed relevant
and necessary for the basis of our opinions hereinafter expressed.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity
of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates
or certified or conformed copies, and the authenticity of originals
or such latter documents. As to various questions of fact material
to such opinion that we have not independently established or
verified, information with respect to which is in possession of the
Company, we have relied upon certificates and other records and
certificates of officers of the Corporation, including a
certificate of an officer of the Company, dated the date hereof,
certifying certain factual matters including, among other things:
(i) the certificate of continuation, notice of articles and
articles of the Company; (ii) the incumbency of certain officers of
the Company; and (iii) resolutions passed by the directors of the
Company approving, among other things, the execution, delivery and
performance by the Company of its obligations under the
Distribution Agreement. In making our examination of executed
documents or documents to be executed, we have assumed that the
parties thereto, including the Company, had or will have the power,
corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by
such parties of such documents and, the validity and binding effect
on all such parties.
In
rendering our opinions set forth herein, we have also assumed that,
at the time of any offer and sale of Offered Shares (i) the Company
has been duly organized and is validly existing and in good
standing, and has the requisite legal status and legal capacity,
under the laws of the Province of British Columbia; (ii) the
Company has complied and will comply with the laws of all relevant
jurisdictions in connection with the transactions contemplated by,
and the performance of its obligations under, the Registration
Statement and the Distribution Agreement; (iii) the Registration
Statement and any amendments thereto (including any post-effective
amendments thereto) has become effective under the Act; (iv) the
Distribution Agreement will have been duly authorized and validly
executed and delivered by any party thereto other than the Company,
and will be filed with the Commission on a Current Report on Form
8-K or other applicable periodic report in the manner contemplated
in the Registration Statement and the Prospectus Supplement; and
(v) that the Offered Shares will be issued and sold in compliance
with applicable U.S. federal and state securities laws and in the
manner stated in the Registration Statement, the Prospectus
Supplement and the Distribution Agreement. As to any facts material
to our opinion, we have made no independent investigation of such
facts and have relied, to the extent that we deem such reliance
proper, upon certificates of public officials and officers or other
representatives of the Company.
Based
solely upon and subject to the foregoing, and subject to the
assumptions, limitations, exceptions and qualifications stated
herein, we are of the opinion that, with respect to any Offered
Shares, when such Offered Shares have been issued and delivered
against payment therefor in accordance with the terms of the
Distribution Agreement, with certificates representing such Offered
Shares having been duly executed, countersigned, registered and
delivered or, if uncertificated, valid book-entry notations
therefor having been made in the central securities register of the
Company, in accordance with the terms of the Distribution
Agreement, the Offered Shares will be validly issued, fully paid
and non-assessable.
The
matters expressed in this letter are subject to and qualified and
limited by (i) the effects of bankruptcy, insolvency, fraudulent
conveyance, reorganization, arrangement, moratorium or other
similar laws now or hereafter in effect relating to or affecting
creditors’ rights generally; (ii) the effects of general
equitable principles, including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing, and the
possible unavailability of specific performance or injunctive
relief, whether enforcement is considered in a proceeding in equity
or law; (iii) the discretion of the court before which any
proceeding for enforcement may be brought; and (iv) the
unenforceability under certain circumstances under law or court
decisions of provisions providing for the indemnification of or
contribution to a party with respect to a liability where such
indemnification or contribution is contrary to the public policy.
We express no opinion as to the sufficiency of any consideration to
be paid for any Offered Shares or actual receipt of such
consideration.
We are
qualified to practice law in the Province of British Columbia, and
we do not purport to be experts on the law of any other
jurisdiction other than the Province of British Columbia and the
federal laws of Canada applicable therein. We do not express any
opinion herein concerning any law other than the laws of the
Province of British Columbia 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 consent to the filing of this opinion as an exhibit to the
Registration Statement and the use of our firm name where it
appears in each of the Prospectus and the Prospectus Supplement
under the caption “Legal Matters”. In giving this
consent, we do not admit that we included in the category of
persons whose consent is required under Section 7 of the Act or the
rules and regulations promulgated thereunder.
Yours
truly,
FASKEN MARTINEAU DuMOULIN LLP