Exhibit 5.1
March 29, 2023
Heart Test Laboratories, Inc.
550 Reserve St, Suite 360
Southlake, Texas 76092
Re: Registration Statement on Form S-1
Ladies and Gentleman:
We have acted as counsel to Heart Test Laboratories, Inc., a Texas corporation (the “Company”), in connection with a Registration Statement on Form S-1 (the “Registration Statement”) being filed by the Company on the date of this opinion letter with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration by the Company for resale from time to time by Lincoln Park Capital Fund, LLC, as the selling shareholder (the “Selling Shareholder”) in the prospectus (the “Prospectus”) included as a part of the Registration Statement, of up to 4,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), consisting of (i) 100,000 shares of Common Stock previously issued to the Selling Shareholder pursuant to the Purchase Agreement (as defined below) (the “Initial Commitment Shares”); (ii) 62,500 shares of Common Stock the Company will issue to the Selling Shareholder at the time the Selling Shareholder’s purchases of shares of Common Stock pursuant to the Purchase Agreement cumulatively reach an aggregate amount of $2,000,000, if such threshold is achieved (the “Additional Commitment Shares,” and together with the Initial Commitment Shares, the “Commitment Shares”); and (iii) up to 3,875,500 additional shares of Common Stock (the “Purchase Shares”) that the Company may sell from time to time to the Selling Shareholder pursuant to the Purchase Agreement. The Commitment Shares and the Purchase Shares are being registered in connection with the transactions contemplated by that certain Purchase Agreement, dated as of March 10, 2023 (the “Purchase Agreement”), between the Company and the Selling Shareholder. This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-1 and Item 601(b)(5)(i) of Regulation S-K promulgated under the Securities Act.
In connection with this opinion letter, we have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinions set forth below including, without limitation: (i) the Registration Statement, including the Prospectus, (ii) the Amended and Restated Certificate of Formation of the Company, as amended and as in effect the date hereof, (iii) the Second Amended and Restated Bylaws of the Company, as in effect the
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Heart Test Laboratories, Inc.
March 29, 2023
Page 2
date hereof, (iv) the Purchase Agreement, (v) that certain Registration Rights Agreement, dated as of March 10, 2023 (the “Registration Rights Agreement”), between the Company and the Selling Shareholder, and (vi) the records of meetings and resolutions of the Board of Directors of the Company and committees thereof. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinions set forth herein. In our 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 original documents and the conformity to original documents of all documents submitted to us as certified, conformed, facsimile, electronic or photostatic copies.
As to certain factual matters relevant to this opinion letter, we have relied conclusively upon originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, documents and instruments, including certificates or comparable documents of officers of the Company and of public officials, as we have deemed appropriate as a basis for the opinions hereinafter set forth. Except to the extent expressly set forth herein, we have made no independent investigations with regard to matters of fact, and, accordingly, our opinions set forth below are subject to, and we do not express any opinion as to, matters that might have been disclosed by independent verification.
Our opinions set forth below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, usury, fraudulent conveyance or similar laws affecting the rights of creditors generally and (ii) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity. Furthermore, we express no opinion as to the availability of any equitable or specific remedy, or as to the successful assertion of any equitable defense, upon any breach of any agreements or obligations referred to therein, or any other matters, inasmuch as the availability of such remedies or defenses may be subject to the discretion of a court. We express no opinion as to the enforceability of any indemnification provision, or as to the enforceability of any provision that may be deemed to constitute liquidated damages.
Based upon and subject to the foregoing, and subject to the qualifications, limitations, exceptions and assumptions set forth herein, we are of the opinion that (i) the Initial Commitment Shares are duly and validly issued, fully paid and non-assessable; (ii) the Additional Commitment Shares have been duly authorized for issuance by the Company and, assuming a sufficient number of authorized but unissued shares of Common Stock are available at the time of issuance, when issued to the Selling Shareholder in accordance with the terms of the Purchase Agreement, the Additional Commitment Shares will be validly issued, fully paid and non-assessable; and (iii) the Purchase Shares have been duly authorized for issuance by the Company and, assuming a sufficient number of authorized but unissued shares of Common Stock are available at each time of issuance, when issued and sold in accordance with the Purchase Agreement against receipt by the Company of such lawful consideration therefor in accordance with the terms of the Purchase Agreement, at a price per share not less than the per share par value of the Common Stock, the Purchase Shares will be validly issued, fully paid and non-assessable.
Heart Test Laboratories, Inc.
March 29, 2023
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Our opinions are limited to the laws of the State of Texas, and we do not express any opinion concerning any other law.
This opinion letter is provided for use in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement and may not be used, circulated, quoted or otherwise relied upon for any other purpose without our express written consent. Our opinions are based on statutes, regulations and administrative and judicial interpretations that are subject to change. This opinion letter is rendered as of the date hereof and we make no undertaking and expressly disclaim any duty to supplement or update the opinions rendered herein, if, after the date hereof, facts or circumstances come to our attention or changes in the law occur which could affect such opinions.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm in the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.
Very truly yours, |
/s/ Jackson Walker LLP |
JACKSON WALKER LLP |
SRJ/JMS