Exhibit 5.1
January 22, 2025
Sonnet BioTherapeutics Holdings, Inc.
100 Overlook Center, Suite 102
Princeton, New Jersey 08540
Ladies and Gentlemen:
We have acted as counsel for Sonnet BioTherapeutics Holdings, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-1 (the “Registration Statement”), including a related prospectus filed with the Registration Statement (the “Prospectus”), with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration by the Company of the offer and resale from time to time of up to 2,000,000 shares (the “Future Shares”) of the Company’s common stock par value $0.0001 per share (“Common Stock”), by Chardan Capital Markets LLC (“Chardan”) upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, dated as of May 2, 2024 and amended January 10, 2025, by and between the Company and Chardan (the “Purchase Agreement”). This opinion is being rendered in connection with the filing of the Registration Statement with the Commission.
In connection with rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Company’s Certificate of Incorporation, as amended and as currently in effect, (ii) the Company’s Amended and Restated Bylaws, as currently in effect, (iii) the Registration Statement and related Prospectus, (iv) the form of the Purchase Agreement, and (v) such other corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials or of officers and representatives of the Company, and we have made such inquiries of such officers and representatives, as we have deemed necessary or appropriate for the purposes of this opinion.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the authenticity of the originals of such latter documents. As to certain questions of fact material to this opinion, we have relied upon certificates or comparable documents of officers and representatives of the Company and have not sought to independently verify such facts.
Based on the foregoing, and subject to the assumptions, limitations and qualifications stated herein, we are of the opinion that the Future Shares have been duly authorized and, when issued and sold by the Company as contemplated in the Registration Statement and the related Prospectus, and upon payment and delivery in accordance with the Purchase Agreement, will be validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the General Corporation Law of the State of Delaware (including reported judicial decisions interpreting the General Corporation Law of the State of Delaware), and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus which is a part of the Registration Statement. In giving such consents, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Lowenstein Sandler LLP
Lowenstein Sandler LLP
