Exhibit 5.1
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Osler, Hoskin & HarcourtLLP Suite 1700, Guinness Tower 1055 West Hastings Street Vancouver, British Columbia, Canada V6E 2E9 778.785.3000 MAIN 778.785.2745 FACSIMILE | | | | |
Mind Medicine (MindMed) Inc.
One World Trade Center
Suite 8500
New York, New York10007
Dear Sirs/Mesdames:
Re: Mind Medicine (MindMed) Inc.- Registration Statement on Form S-3
We have acted as Canadian counsel to Mind Medicine (MindMed) Inc., a British Columbia company (the “Company”), in connection with the offer and sale by the Company of 7,058,823 common shares, without par value, of the Company (the “Common Shares”) and warrants (the “Warrants” and, together with the Common Shares, the “Securities”) to purchase up to 7,058,823 common shares, without par value, of the Company (the “Warrant Shares”), pursuant to a Registration Statement on Form S-3 (file number 333-264648) (the “Registration Statement”), filed by the Company on May 4, 2022 under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and declared effective by the United States Securities and Exchange Commission (“SEC”) on May 16, 2022, the base prospectus included in the Registration Statement (the “Base Prospectus”) and the preliminary prospectus supplement and the final prospectus supplement related to the Securities filed by the Company with the SEC on September 27, 2022 and to be filed by the Company with the SEC on September 29, 2022, respectively (the “Prospectus Supplement”, and together with the Base Prospectus, the “Prospectus”).
The offer and sale of the Securities is being made pursuant to an underwriting agreement dated September 27, 2022 among the Company and RBC Capital Markets, LLC and Cantor Fitzgerald & Co., as representatives of the underwriters named therein (such agreement, the “Underwriting Agreement”).
We have examined the Registration Statement, the Prospectus and all such corporate and public records, statutes and regulations and have made such investigations and have reviewed such other documents as we have deemed relevant and necessary and have considered such questions of law as we have considered relevant and necessary in order to give the opinions hereinafter set forth. As to various questions of fact material to such opinions which were not independently established, we have relied upon a certificate of an officer of the Company.