Exhibit 5.1
[HAYNES AND BOONE, LLP LETTERHEAD]
January 28, 2019
Pulmatrix, Inc.
99 Hayden Avenue, Suite 390
Lexington, MA 02421
Ladies and Gentlemen:
We have acted as counsel for Pulmatrix, Inc., a Delaware corporation (the “Company”), in connection with the preparation of the Company’s Prospectus Supplement, dated January 28, 2019 (the “Prospectus Supplement”), to the Registration Statement on FormS-3 (RegistrationNo. 333-212546), filed by the Company with the Securities and Exchange Commission (the “Commission”) on July 15, 2016, as thereafter amended and declared effective on August 3, 2016 (the “Registration Statement”). The Prospectus Supplement relates to the issuance and sale by the Company of an aggregate of 1,561,177 shares (the “Shares”) of common stock, par value $0.0001 per share (“Common Stock”), pursuant to that certain Underwriting Agreement, dated January 28, 2019 (the “Underwriting Agreement”), by and between the Company and H.C. Wainwright & Co., LLC (the “Underwriter”).
In rendering the opinion set forth herein, we have examined the originals, or photostatic or certified copies, of (i) the Certificate of Incorporation and Bylaws of the Company, each as amended and/or restated as of the date hereof; (ii) certain resolutions of the Board of Directors of the Company and the Pricing Committee of the Board of Directors of the Company related to the filing of the Prospectus Supplement, the authorization and issuance of the Shares and related matters; (iii) the Registration Statement and all exhibits thereto; (iv) the Prospectus Supplement and the prospectus included in the Registration Statement dated August 3, 2016 (the “Base Prospectus” and together with the Prospectus Supplement, the “Prospectus”); (v) the Underwriting Agreement; (vi) a certificate executed by an officer of the Company, dated as of the date hereof, and (vii) such other records, documents and instruments as we deemed relevant and necessary for purposes of the opinion stated herein.
We have relied upon such certificates of officers of the Company and of public officials and statements and information furnished by officers of the Company with respect to the accuracy of material factual matters contained therein which were not independently established by us. In 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 photostatic or certified copies, and the authenticity of the originals of such copies.
The opinion expressed herein is limited to the Delaware General Corporation Law. We have not considered, and express no opinion, as to the laws of any other state or jurisdiction.
In rendering the opinion set forth herein, we have assumed that, at the time of the issuance of the Shares (i) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become and will have remained effective, (ii) no stop order of the
