Exhibit 5.1
| | |
 | | DLA Piper LLP (US) www.dlapiper.com |
October 29, 2019
TherapeuticsMD, Inc.
951 Yamato Road, Suite 220
Boca Raton, FL 33431
| Re: | Shelf Registration Statement on FormS-3 |
Ladies and Gentlemen:
We have acted as legal counsel to TherapeuticsMD, Inc., a Nevada corporation (the “Company”), in connection with the issuance and sale by the Company of 29,900,000 shares (the “Shares”) of its common stock, par value $0.001 per share (“Common Stock”), pursuant to (i) the Registration Statement on FormS-3 (FileNo. 333-226452) (the “Shelf Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) on July 31, 2018 under the Securities Act of 1933, as amended (the “Securities Act”), which became effective upon filing, and (ii) the Company’s prospectus supplement relating to the Shares filed by the Company with the Commission on October 25, 2019 pursuant to Rule 424(b)(2) under the Securities Act (the “Prospectus”). All of the Shares are to be issued and sold by the Company as described in the Shelf Registration Statement and the Prospectus.
With respect to the opinion set forth below, we have examined originals, certified copies, or copies otherwise identified to our satisfaction as being true copies, of the following:
A. The Amended and Restated Articles of Incorporation of the Company, as amended to date (the “Charter”);
B. The Bylaws of the Company, as amended to date;
C. The Shelf Registration Statement;
D. The Prospectus;
E. The Underwriting Agreement, dated October 24, 2019 (the “Underwriting Agreement”), by and between J.P. Morgan Securities LLC and the Company;
F. The resolutions of the board of directors of the Company and the pricing committee of the board of directors of the Company relating to the filing of the Shelf Registration Statement and the Prospectus and the transactions in connection therewith and authorizing the issuance and sale of the Shares; and
G. Such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein.
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of originals or such latter documents. As to various questions of fact material to this opinion, we have relied, to the extent we deemed reasonably appropriate, upon representations of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independently checking or verifying the accuracy of such documents, records and instruments.
