EXHIBIT 5.1
April 18, 2023
ENDRA Life Sciences Inc.
3600 Green Court, Suite 350
Ann Arbor, MI 48105
Ladies and Gentlemen:
We have acted as counsel to ENDRA Life Sciences Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-1 (File No. 333-271003) initially filed with the Securities and Exchange Commission (the “Commission”) on March 30, 2023 and amended on April 18, 2023 (as so amended, the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the proposed offering and sale by the Company (the “Offering”) of (i) up to 3,450,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) (which includes up to 450,000 shares that are subject to the underwriter’s option to purchase additional shares and warrants to cover over-allotments, if any) (the “Shares”), (ii) warrants (the “Warrants”) to purchase an aggregate of up to 1,725,000 shares of Common Stock (which includes warrants to purchase up to 225,000 shares of Common Stock that are subject to the underwriter’s option to purchase additional shares and warrants to cover over-allotments, if any) (the “Warrant Shares”), and (iii) a warrant to the Underwriter (as defined below) (the “Underwriter Warrant”) to purchase an aggregate of up to 241,500 shares of Common Stock (which includes warrants to purchase up to 31,500 shares of Common Stock that are subject to the underwriter’s option to purchase additional shares and warrants to cover over-allotments, if any) (the “Underwriter Warrant Shares”). The Shares, the Warrants, the Warrant Shares, and the Underwriter Warrant Shares are collectively referred to herein as the “Securities”. This opinion is being furnished to you in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
You have requested our opinion as to the matters set forth below in connection with the Registration Statement and the offering of the Securities thereunder. For purposes of rendering these opinions, we have examined: (i) the Registration Statement; (ii) the Underwriting Agreement in the form filed as Exhibit 1.1 to the Registration Statement; (iii) the Warrant Agent Agreement in the form filed as Exhibit 4.4 to the Registration Statement; (iv) the form of Warrant filed as Exhibit 4.2 to the Registration Statement; (v) the form of Underwriter Warrant filed as Exhibit 4.3 to the Registration Statement; (vi) the Fourth Amended and Restated Certificate of Incorporation of the Company, as amended, and the Amended and Restated Bylaws of the Company; and (vii) the records of corporate actions of the Company relating to the Registration Statement and matters in connection therewith. We have also made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinions, we have also relied on a certificate of an officer of the Company. In rendering our opinions, we have also made assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.
ENDRA Life Sciences Inc.
April 18, 2023
Page 2
Our opinions set forth below in numbered paragraph 1, the first sentence of numbered paragraph 2, the first sentence of numbered paragraph 3, numbered paragraph 4 and numbered paragraph 5 are limited to the Delaware General Corporation Law (the “DGCL”) and reported judicial decisions interpreting the DGCL. Our opinions set forth below in the second sentence of numbered paragraph 2 and the second sentence of numbered paragraph 3 are limited to the laws of the State of New York.
Based upon and subject to the foregoing, it is our opinion that:
1. The Shares have been duly authorized for issuance by the Company and, when issued, delivered and paid for as described in the prospectus included in the Registration Statement (the “Prospectus”) and pursuant to the Underwriting Agreement, will be validly issued, fully paid and non-assessable.
2. The Warrants have been duly authorized for issuance by the Company. The Warrants, when issued, delivered and paid for as described in the Prospectus and pursuant to the Underwriting Agreement, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the effects of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and other laws affecting the rights and remedies of creditors generally.
3. The Underwriter Warrant has been duly authorized for issuance by the Company. The Underwriter Warrant, when issued, delivered and paid for as described in the Prospectus and pursuant to the Underwriting Agreement, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium and other laws affecting the rights and remedies of creditors generally.
4. The Warrant Shares have been duly authorized for issuance by the Company and, when issued and delivered by the Company against payment therefor as described in the Prospectus, upon exercise of the Warrants, in accordance with the terms therein and the terms of the Warrant Agent Agreement, will be validly issued, fully-paid and non-assessable.
5. The Underwriter Warrant Shares have been duly authorized for issuance by the Company and, when issued and delivered by the Company against payment therefor as described in the Prospectus, upon exercise of the Underwriter Warrant, in accordance with the terms therein, will be validly issued, fully-paid and non-assessable.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm in the Prospectus under the caption “Legal Matters.” In giving our consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
| Yours truly, |
|
|
| /s/ K&L Gates LLP |