Exhibit 5.1
ELLENOFF GROSSMAN & SCHOLE LLP
ATTORNEYS AT LAW
1345 AVENUE OF THE AMERICAS, 11th FLOOR
NEW YORK, NEW YORK 10105
TELEPHONE: (212) 370-1300 FACSIMILE: (212) 370-7889
www.egsllp.com
May 23, 2016
Champions Oncology, Inc.
One University Plaza, Suite 307
Hackensack, New Jersey 07601
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-1 (File No. 333- 210924), as amended (the “Registration Statement”), filed by Champions Oncology, Inc. (the “Company”), a Delaware corporation, under the Securities Act of 1933, as amended (the “Securities Act”). References to “Common Stock” are to shares of the common stock of the Company, par value $0.001 per share.
The Registration Statement relates to the public offering of up to $5,750,000 of shares of Common Stock (collectively, the “Shares”).
As the basis for the opinion set forth below, we have examined such documents and considered such legal matters as we have deemed necessary and relevant. With respect to 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 reproduced or certified copies and the authenticity of the originals of such copies. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company.
Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued, delivered and paid for as contemplated in the Registration Statement, will be legally and validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your counsel and to all references made to us in the Registration Statement and in the Prospectus forming a part thereof. In giving this consent, we do not 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 promulgated thereunder. This opinion is given as of the effective date of the Registration Statement, and we are under no duty to update the opinion contained herein.
Very truly yours,
/s/ Ellenoff Grossman & Schole LLP
