EX-5.1 2 ex5x1.htm LEGAL OPINION

Exhibit 5.1

JPMorgan Chase Tower

600 Travis

Suite 2800

Houston, TX 77002

Telephone: 713-226-1200

Fax: 713-223-3717

www.lockelord.com

 

June 26, 2024

Nutex Health Inc.

6030 S. Rice Ave, Suite C  

Houston, Texas 77081

 

Re:

Registration Statement on Form S-8;

451,362 shares of Nutex Health Inc. Common Stock, $0.001 par value per share

 

Ladies and Gentlemen:

We have acted as special counsel to Nutex Health Inc., a Delaware corporation (the “Company”), ‎in connection ‎with the proposed issuance by the Company of an aggregate of up to ‎451,362 shares of common stock of the ‎Company, $0.001 par value per share (“Common Stock”), ‎which are ‎‎additional shares (the “Shares”) of Common ‎Stock reserved ‎for issuance pursuant to the automatic annual “evergreen” feature under the ‎Amended and ‎Restated Nutex Health Inc. 2023 Equity Incentive Plan‎ (the “2023 Plan”)‎‎. The Shares are included in a registration statement on Form S-‎‎8 under the Securities Act of 1933, as ‎amended (the “Act”), filed with the Securities and ‎Exchange Commission (the “Commission”) on the date hereof ‎‎(the “Registration Statement”). ‎This opinion is being furnished in connection with the requirements of Item ‎‎601(b)(5) of ‎Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to ‎the ‎contents of the Registration Statement or related prospectus, other than as expressly stated ‎herein with respect to ‎the issue of the Shares.‎

As such counsel, we have examined such matters of fact and questions of law as we have ‎considered appropriate ‎for purposes of this letter. With your consent, we have relied, without verification, upon certificates of public officials and upon ‎certificates and other assurances of officers of ‎the Company and others as to factual matters ‎without having independently verified such factual matters. We are ‎opining herein as to the ‎General Corporation Law of the State of Delaware and we express no opinion with respect ‎to ‎any other laws.‎

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the ‎date hereof, when the ‎Shares shall have been duly registered on the books of the transfer agent ‎and registrar therefor in the name or on ‎behalf of the purchasers, and have been issued by the ‎Company against payment therefor (not less than par value) ‎in the circumstances contemplated ‎by the 2023 Plan assuming that the individual ‎grants or awards under the 2023 Plan are duly ‎authorized by all necessary ‎corporate action and duly granted or awarded and exercised in accordance with the ‎requirements ‎of law and the 2023 Plan (and the ‎agreements and ‎awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares ‎will ‎have been duly authorized by all necessary corporate action of the Company, and the Shares ‎will be validly issued, ‎fully paid and non-assessable. In rendering the foregoing opinion, we have ‎assumed that the Company will comply ‎with all applicable notice requirements regarding ‎uncertificated shares provided in the General Corporation Law of ‎the State of Delaware.‎

This opinion is for your benefit in connection with the Registration Statement and may be relied ‎upon by you and ‎by persons entitled to rely upon it pursuant to the applicable provisions of the ‎Act. We consent to your filing 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 Act or the rules and regulations of the ‎Commission thereunder.‎

  Sincerely,
   
  /s/ Locke Lord LLP