EX-5.1 2 ea134978ex5-1_neuroone.htm OPINION OF HONIGMAN LLP

Exhibit 5.1

 

 

February 10, 2021

 

 

NeuroOne Medical Technologies Corporation

7599 Anagram Drive

Eden Prairie, MN 55344

 

  Re: Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We have acted as counsel to NeuroOne Medical Technologies Corporation, a Delaware corporation (the “Company”), in connection with preparing and filing with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form S-1 (such registration statement as amended or supplemented from time to time, the “Registration Statement”), in connection with the registration under the Securities Act of the (i) resale from time to time by selling stockholders of (a) an aggregate of up to 25,000,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), which includes (I) 12,500,000 outstanding shares of Common Stock (the “Issued Shares”) and (II) an aggregate of up to 12,500,000 shares of Common Stock (the “Warrant Shares”) issuable upon exercise of outstanding warrants (the “Warrants”) not resold to others pursuant to the Registration Statement to purchase the Warrant Shares, and (b) the Warrants, and (ii) following resale of the Warrants to persons other than the selling stockholders, as applicable, the issuance of Warrant Shares to the holders of such Warrants upon exercise of such Warrants.

 

For the purpose of rendering this opinion, we examined originals or copies of such documents as we deemed relevant. In conducting our examination, we assumed, without investigation, the genuineness of all signatures, the correctness of all certificates, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted as copies, and the authenticity of the originals of such copies, and the accuracy and completeness of all records made available to us by the Company. In addition, in rendering this opinion, we have assumed (i) that the Warrants will be exercised before the resale of the Warrant Shares in accordance with the terms of the Warrant and in the manner and on the terms identified or referred to in the Registration Statement and the related prospectus, including all supplements and amendments thereto, and (ii) that the Warrant Shares will be properly delivered to the persons exercising the Warrants. With respect to the Warrants and the Warrant Shares, we express no opinion to the extent that, notwithstanding the Company’s current reservation of shares of Common Stock, future issuances of securities of the Company, including the Warrant Shares, and/or antidilution adjustments to outstanding securities of the Company, including the Warrants, may cause the Warrants to be exercisable for more shares of Common Stock than the number that then remain authorized but unissued.

 

Our opinion is limited solely to matters set forth herein. The law covered by the opinion expressed herein is limited to the Delaware General Corporation Law and the internal laws of the State of New York. We are not rendering any opinion with respect to federal law, including federal securities laws, or state blue sky securities laws.

 

Based upon our examination of such documents and other matters as we deem relevant, we are of the opinion that (i) the Issued Shares are validly issued, fully paid and non-assessable, (ii) the Warrants constitute binding obligations of the Company, and (iii) upon valid exercise of the Warrants in accordance with their terms, including payment of the exercise price and issuance and delivery of the Warrant Shares as described therein, including proper execution and delivery to the persons exercising the Warrants of certificates for the underlying Warrant Shares (in the form approved by the Company’s Board), the Warrant Shares issued will be validly issued, fully paid and non-assessable.

 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Registration Statement and the related prospectus. In giving such consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission. This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.

 

  Very truly yours,
   
  /s/ Honigman LLP
   
  Honigman LLP

  

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