S-8 POS

As filed with the Securities and Exchange Commission on June 27, 2017

Registration No. 333-218971

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

________________________________

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

________________________________

CRH MEDICAL CORPORATION

(Exact name of Registrant as specified in its charter)

British Columbia	Not Applicable
(Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

Suite 578 - 999 Canada Place

World Trade Center, Vancouver, BC  V6C 3E1

(Address of Registrant’s principal executive offices)

Share Unit Plan

(Full title of plan)

CRH Medical Corporation

227 Bellevue Way NE, #188

Bellevue, WA 98004

(425) 894-9556

(Name, Address and Telephone Number of Agent for Service)

________________________________

Copy to:

Riccardo Leofanti, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 222 Bay Street, Suite 1750, P.O. Box 258 Toronto, Ontario, Canada M5K 1J5 (416) 777-4700 Andrew McLeod, Esq. Blake, Cassels & Graydon LLP 595 Burrard Street, Suite 2600, Three Bentall Centre P.O. Box 49314 Vancouver, British Columbia, Canada V7X 1L3 (604) 631-3399

________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of ”large accelerated filer, ““accelerated filer” and “smaller reporting company” in Rule 12b−2 of the Exchange Act (Check one):

Large Accelerated Filer [  ]	Accelerated Filer  [X]
Non-Accelerated Filer  [  ]	Smaller Reporting Company  [  ]

EXPLANATORY NOTE

On June 26, 2017, the Registrant filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (File No. 333-218971) (the “Form S-8”) registering 2,209,000 common shares issuable upon the vesting of previously granted share units under the Registrant's Share Unit Plan.

The Form S-8 inadvertently omitted the opinion of Blake, Cassels & Graydon LLP, to be included as Exhibit 5.1 thereto.  This Post-Effective Amendment No. 1 to the Form S-8 is being filed solely to include the opinion as Exhibit 5.1.

Item 8.          Exhibits

The following exhibits are filed as part of this registration statement:

Exhibit No.	Description
4.1*	Specimen Common Share certificate.
4.2*	Articles of Incorporation of the Registrant.
5.1	Opinion of Blake, Cassels & Graydon LLP.
23.1	Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1 hereto).
23.2*	Consent of KPMG LLP.
24.1*	Power of Attorney.

______________________________

* Previously included in the Registration Statement on Form S-8 (File No. 333-218971) filed with the Securities and Exchange Commission by the Registrant on June 26, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Vancouver, Province of British Columbia, Canada, on June 27, 2017.

CRH MEDICAL CORPORATION
By:	/s/ Richard Bear
	Name:	Richard Bear
	Title:	Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on June 27, 2017.

Signature	Title
*	Chief Executive Officer
Edward Wright
/s/ Richard Bear	Chief Financial Officer
Richard Bear
*	Chairman of the Board of Directors
Anthony F. Holler
*	Director
David A. Johnson
*	Director
Todd Patrick
*	Director
Ian Webb

*By:	/s/ Richard Bear
	Richard Bear
	Attorney-in-Fact

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, the undersigned certifies that it is the duly authorized United States representative of CRH Medical Corporation and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on behalf of it by the undersigned, thereunto duly authorized, in the City of Vancouver, British Columbia, Canada on June 27, 2017.

CRH Medical Corporation (Authorized U.S. Representative)
By:	/s/ Richard Bear
	Name:	Richard Bear
	Title:	Authorized Signatory

EXHIBIT INDEX

Exhibit No.	Description
4.1*	Specimen Common Share certificate.
4.2*	Articles of Incorporation of the Registrant.
5.1	Opinion of Blake, Cassels & Graydon LLP.
23.1	Consent of Blake, Cassels & Graydon LLP (included in Exhibit 5.1 hereto).
23.2*	Consent of KPMG LLP.
24.1*	Power of Attorney.

______________________________

* Previously included in the Registration Statement on Form S-8 (File No. 333-218971) filed with the Securities and Exchange Commission by the Registrant on June 26, 2017.

EX-5.1

Exhibit 5.1

June 26, 2017
	Reference: 97070/1
CRH MEDICAL CORPORATION 578-999 Canada Place, World Trade Center Vancouver, B.C., Canada, V6C 3E1

RE: CRH MEDICAL CORPORATION – Registration Statement on Form S-8 for 2014 RSU Plan

Dear Sirs/Mesdames:

We have acted as Canadian counsel for CRH MEDICAL CORPORATION, a corporation incorporated under the laws of the province of British Columbia (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), on a registration statement on Form S-8 (the “Registration Statement”) of 2,209,000 common shares of the Company (the “Share Unit Plan Shares”) which are reserved for issuance pursuant to share units granted under and governed by the Company's Share Unit Plan (the “Share Unit Plan”). This opinion is being delivered at your request.

For the purpose of this opinion we have reviewed such corporate records of the Company and such other documents as we have deemed appropriate to give this opinion.

We have assumed the genuineness of all signatures, the legal capacity of all individuals and the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies or facsimiles thereof, and the completeness and accuracy of the corporate records in our possession as of the date hereof.

Based upon and subject to the foregoing, we are of the opinion that the Share Unit Plan Shares have been duly authorized and when issued and paid for in accordance with the terms of the Share Unit Plan, will be validly issued, fully paid and non-assessable common shares in the capital of the Company.

The opinion expressed in this letter is subject to the following exceptions and qualifications:

(a) we do not express any opinion with respect to the laws of any jurisdiction other than British Columbia and the laws of Canada specifically applicable; and

(b) our opinion is based on legislation and regulations in effect on the date hereof.

   Page 2

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

Very truly yours,

/s/ Blake, Cassels & Graydon LLP