Exhibit 5.1
New York Office 800 Third Avenue, 24th Floor New York, NY 10022 P 212.730.7700 F 212.730.7725 www.mrllp.com | |
| January 30, 2023 |
Shuttle Pharmaceuticals Holdings, Inc.
One Research Court, Suite 450
Rockville, MD 20850
| Re: | Shuttle Pharmaceuticals Holdings, Inc. | |
| Registration Statement on Form S-1 |
Ladies and Gentlemen:
We have acted as counsel to Shuttle Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”), for purposes of registering for resale under the Securities Act of 1933, as amended (the “Act”), of: (i) up to 9,744,605 shares (the “Conversion Shares”) of common stock, par value $0.00001 per share (the “Common Stock”), of the Company, issuable from time to time upon conversion of a senior secured convertible note (the “Senior Secured Convertible Note”) and (ii) up to 1,018,079 shares (the “Warrant Shares”) of Common Stock issuable upon exercise of a warrant (the “Warrant”) to purchase Common Stock, each held by Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (the “Selling Stockholder”).
This opinion letter is furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act and cannot be relied on for any other purpose.
In connection with this opinion letter, we have examined the Registration Statement, the Senior Secured Convertible Note and Warrant, and originals, or copies certified or otherwise identified to our satisfaction, of (i) the Certificate of Incorporation of the Company, as amended to date (the “Certificate of Incorporation”), (ii) the By-Laws of the Company, as amended to date (the “Bylaws”), (iii) certain resolutions of the Company’s board of directors (the “Board of Directors”) relating to the Registration Statement, and (iv) such other documents, records and other instruments as we have deemed appropriate for purposes of the opinions set forth herein.
We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies, the authenticity of the originals of all documents submitted to us as copies and the persons identified as officers are actually serving as such and that any certificates representing the securities will be properly executed by one or more such persons. With respect to matters of fact relevant to our opinions as set forth below, we have relied upon certificates of officers of the Company, representations made by the Company in documents examined by us, and representations of officers of the Company. We have also obtained and relied upon such certificates and assurances from public officials as we have deemed necessary for the purposes of our opinions set forth below.
Los Angeles | Orange County | San Francisco | Dallas | Houston | Chicago | New York
| Shuttle Pharmaceuticals Holdings, Inc. |
| January 30, 2023 |
| Page 2 |
Based on the foregoing, we are of the opinion that the Conversion Shares and Warrant, when issued to the Selling Stockholder upon conversion or exercise in accordance with the terms of the Senior Secured Convertible Note or Warrant, will be validly issued, fully paid and non-assessable.
We do not express any opinion herein concerning any law other than the General Corporation Law of the State of Delaware. We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the Prospectus and to the references to us in the Registration Statement. In giving such consents, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.
| Very truly yours, | |
| /s/ Michelman & Robinson, LLP | |
| MICHELMAN & ROBINSON, LLP |