Attached files
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Exhibit
5.1
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December
18, 2020
ENDRA
Life Sciences Inc.
3600
Green Court, Suite 350
Ann
Arbor, Michigan 48105
Ladies
and Gentlemen:
We have
acted as counsel to ENDRA Life Sciences Inc., a Delaware
corporation (the “Company”), in connection
with the issuance and sale by the Company of an aggregate of
7,857,286 shares (the “Shares”) of the
Company’s common stock, par value $0.0001 per share (the
“Common
Stock”), pursuant to the Underwriting
Agreement, dated December 15, 2020 (the “Underwriting Agreement”),
by and between the Company and ThinkEquity, a division of Fordham
Financial Management, Inc. (the “Underwriter”). In
accordance with the Securities Act of 1933, as amended (the
“Securities
Act”), and the rules and regulations promulgated
thereunder, the Company has prepared and filed with the Securities
and Exchange Commission (the “SEC”), on December 28,
2018, a Registration
Statement on Form S-3 (Registration No. 229090) (as amended, the
“Registration
Statement”), including a preliminary prospectus
supplement dated December 15, 2020 (the “Preliminary Prospectus
Supplement”) and a final prospectus supplement dated
December 15, 2020 (the “Final Prospectus
Supplement”).
You
have requested our opinion as to the matters set forth below in
connection with the issuance of the Shares. For purposes of
rendering that opinion, we have examined (i) the Registration
Statement, (ii) the prospectus dated February 13, 2019, insofar as it pertains
to the offering of the Shares, as supplemented by the Preliminary
Prospectus Supplement and the Final Prospectus Supplement, (iii)
the Underwriting Agreement, (iv) the Company’s Fourth Amended
and Restated Certificate of Incorporation, (v) the Company’s
Amended and Restated Bylaws, (vi) the Company’s stock ledger
and (vii) the corporate actions of the Company’s Board of
Directors and committee thereof which provide for the issuance of
the Shares, and we also have made also have made such investigation
of law as we have deemed appropriate. We have examined and relied
upon certificates of public officials and, as to certain matters of
fact that are material to our opinion, we have also relied on a
certificate of an officer of the Company. In rendering our opinion,
we have also made assumptions that are customary in opinion letters
of this kind. We have not verified any of those
assumptions.
K&L
GATES LLP
300
SOUTH TRYON STREET SUITE 1000 CHARLOTTE NC 28202
T
+1 704 331 7400 F +1 704 331 7598 klgates.com
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ENDRA
Life Sciences Inc.
December
18, 2020
Page
2
Our
opinion set forth below is limited to the Delaware General
Corporation Law (the “DGCL”), including
reported judicial decisions interpreting the DGCL.
Based
upon and subject to the foregoing, it is our opinion that the
Shares are duly authorized for issuance by the Company and, when
issued and paid for as described in the Final Prospectus Supplement
and pursuant to the Underwriting Agreement, will be validly issued,
fully paid, and nonassessable.
We
hereby consent to the filing of this opinion letter with the SEC as
Exhibit 5.1 to the Company’s Current Report on Form 8-K dated
December 18, 2020, and its incorporation by reference in the
Registration Statement. We also consent to the references to our
Firm in the Preliminary Prospectus Supplement and the Final
Prospectus Supplement under the caption “Legal
Matters.” In giving this consent, we do not thereby admit
that we are experts with respect to any part of the Registration
Statement, Preliminary Prospectus Supplement or Final Prospectus
Supplement within the meaning of the term “expert” as
used in Section 11 of the Securities Act or the rules and
regulations promulgated thereunder by the SEC, nor do we admit that
we are within the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations
of the SEC promulgated thereunder.
/s/
K&L Gates LLP
K&L
Gates LLP