EXHIBIT 5.1
November 26, 2024
Lexaria Bioscience Corp.
100 - 740 McCurdy Road
Kelowna, BC Canada
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Lexaria Bioscience Corp., a Nevada corporation (the “Company”), in connection with the registration for resale from time to time by a stockholder of the Company of 4,551,019 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”) underlying certain private placement warrants (the “Common Warrants”). The Shares may be offered and sold from time to time Pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions. Based on the foregoing, and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that:
| 1. | The Shares, when issued upon exercise of the Common Warrants pursuant to the terms and conditions of the Common Warrants, will be validly issued, fully paid and non-assessable. |
The opinions set forth above are subject to the following limitations, qualifications and assumptions:
In rendering the foregoing opinions, we have assumed that the resolutions authorizing the Company to issue and deliver the Shares pursuant to the Common Warrants by the Company’s Board of Directors (or an authorized committee thereof) will be in full force and effect at all times at which such Shares are issued and delivered by the Company, and the Company will take no action inconsistent with such resolutions.
As to facts material to the opinions and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others. The opinions expressed herein are limited to the corporate laws of the State of Nevada, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinions expressed herein.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to Sichenzia Ross Ference Carmel LLP under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
| Very truly yours, |
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| /s/ Sichenzia Ross Ference Carmel LLP |
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| Sichenzia Ross Ference Carmel LLP |
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