Exhibit 5.1
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February 2, 2021
Board of Directors
Neuronetics, Inc.
3222 Phoenixville Pike
Malvern, PA 19355
Re: Public Offering of Common Stock
Ladies and Gentlemen:
We are acting as counsel to Neuronetics, Inc. a Delaware corporation (the “Company”), in connection with the public offering of up to 5,566,000 shares of common stock, $0.01 par value per share (the “Shares”), of the Company, all of which Shares are to be sold by the Company pursuant to a prospectus supplement dated January 28, 2021 and the accompanying base prospectus dated August 15, 2019 (such documents, collectively, the “Prospectus”) that form part of the Company’s effective Registration Statement on Form S-3 (File No. 333-233047) (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
As counsel for the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion, and we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares. 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 originals of all documents submitted to us as copies. We also have assumed that the Shares will not be issued in violation of the ownership limit contained in the Company’s Ninth Amended and Restated Certificate of Incorporation, as amended. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations. As used herein, the term “Delaware General Corporation Law, as amended” includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that following (i) the issuance and delivery of the Shares pursuant to the terms of the Purchase Agreement, dated January 28, 2021 by and among the Company and Piper Sandler & Co. and William Blair & Company, L.L.C., as representatives of the several
