Exhibit 5.1
| 345 Park Avenue New York, NY 10154-1895 | Direct 212.407.4935
Main 212.407.4000
Fax 212.407.4990 |
May 2, 2024
Annovis Bio, Inc.
101 Lindenwood Drive, Suite 225
Malvern, PA 19355
Ladies and Gentlemen:
We have acted as counsel to Annovis Bio, Inc., a Delaware corporation (the “Company”), in connection with the offering by the Company of up to 2,051,428 shares of common stock, $0.0001 par value per share (the “Shares”), pursuant to the (i) Registration Statement on Form S-3 (File No. 333-276814) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), (ii) prospectus dated February 12, 2024 contained in the Registration Statement (the “Base Prospectus”), and (ii) prospectus supplement dated May 1, 2024 filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (together with the Base Prospectus, the “Prospectus”). The Shares are to be issued pursuant to a Common Stock Purchase Agreement dated April 25, 2024 by and between the Company and Keystone Capital Partners, LLC (the “Purchase Agreement”). The Shares are to be sold by the Company as described in the Registration Statement and the Prospectus.
In connection with this opinion, we have examined and relied upon the Registration Statement, the Prospectus and the Purchase Agreement. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of the Company’s certificate of incorporation and bylaws, and such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies.
Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth hereinafter, we are of the opinion that the Shares have been duly authorized for issuance and, when issued and paid for in accordance with the terms and conditions of the Registration Statement and Prospectus, will be validly issued, fully paid and nonassessable.
In rendering the foregoing opinion, we have assumed that: (i) the Company will issue and deliver the Shares in the manner contemplated by the Registration Statement and the Prospectus; and (ii) the Shares will be issued in compliance with applicable federal and state securities laws.
