Exhibit 5.1
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August 12, 2024
Kintara Therapeutics, Inc.
9920 Pacific Heights Blvd., Suite 150
San Diego, CA 92121
Re: Registration Statement on Form S-4 (File No. 333-279368)
Ladies and Gentlemen:
We have acted as counsel to Kintara Therapeutics, Inc., a Nevada corporation (the “Company”), in connection with the transactions contemplated by the Agreement and Plan of Merger, dated April 2, 2024 (the “Merger Agreement”), by and among the Company, Kayak Mergeco, Inc., and TuHURA Biosciences, Inc. Such transactions include the Company’s reincorporation from a Nevada corporation to a Delaware corporation prior to the completion of the merger contemplated by the Merger Agreement, pursuant to which the Company’s jurisdiction of incorporation will be changed by way of continuation from the State of Nevada to the State of Delaware (the “Reincorporation”).
This opinion is being rendered at the request of the Company in connection with the registration by the Company under the above-referenced Registration Statement (together with all amendments thereto as of the date hereof, 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”) of up to 1,904,910,342 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”).
We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinions hereinafter set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to all questions of fact material to these opinions, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company.
In addition to the foregoing, for the purpose of rendering our opinions as expressed herein, we have assumed that:
A. Prior to the issuance of any of the Shares by the Company pursuant to the Registration Statement: (i) the Registration Statement, as finally amended, will have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement will have been issued and no proceedings with respect thereto will have been commenced or threatened, (ii) the stockholders of the Company will have approved entry into the Merger Agreement and the other proposals set forth in the proxy statement/prospectus included in the Registration Statement, including the Reincorporation proposal and the proposal to approve the reverse stock split (the “Reverse Split”) of the Company’s issued and outstanding capital stock in a range between 1-for-20 and 1-for-40, which are to be presented and voted upon at the meeting as set forth in the proxy statement/prospectus included in the Registration Statement, (iii) all other necessary action will have been taken under the applicable laws of
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