Exhibit 5.1
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 | | Reinhart Boerner Van Deuren s.c. P.O. Box 2965 Milwaukee, WI 53201-2965 1000 North Water Street Suite 1700 Milwaukee, WI 53202 Telephone: 414-298-1000 Facsimile: 414-298-8097 reinhartlaw.com |
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| May 12, 2023 | | Benjamin G. Lombard Direct Dial: 414-298-8225 blombard@reinhartlaw.com |
Veru Inc.
2916 N. Miami Avenue, Suite 1000
Miami, FL 33127
Ladies and Gentlemen:
We have acted as counsel to Veru Inc., a Wisconsin corporation (the “Company”), in connection with the filing by the Company of a prospectus supplement dated May 12, 2023 (the “Prospectus Supplement”), which supplements the Company’s Registration Statement (the “Registration Statement”) on Form S-3 filed on March 16, 2023 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), including the prospectus included therein (together with the Prospectus Supplement, the “Prospectus”), relating to the offer and sale of up to $75,000,000 of shares of the Company’s common stock, $0.01 par value (the “Shares”).
The Shares are to be issued pursuant to the Prospectus and an Open Market Sale Agreement, dated as of May 12, 2023, by and between the Company and Jefferies LLC (the “Agreement”).
In rendering the opinions set forth below, we have reviewed the Registration Statement, the Prospectus and the Agreement. We have also examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments and have made such other investigations as we deemed relevant and necessary in respect of the authorization and issuance of the Shares, and such other matters as we deemed appropriate. In such examination, we have assumed the genuineness of all signatures, the authority of each person signing in a representative capacity (other than the Company) any document reviewed by us, 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 copies, and the authenticity of the originals of such documents. In conducting our examination of documents, we have assumed the power, corporate or other, of all parties thereto other than the Company to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the due execution and delivery by such parties of such documents and that to the extent such documents purport to constitute agreements, such documents constitute valid and binding obligations of such parties.
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