EX-5.1 2 nt10016579x7_ex5-1.htm EXHIBIT 5.1

Exhibit 5.1

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January 19, 2021
 
Forian Inc.
41 University Drive, Suite 400
Newtown, Pennsylvania 18940
 

Re:
Exhibit 5.1 to Registration Statement on Form S-4
 
Ladies and Gentlemen:
 
We are acting as counsel to Forian Inc., a Delaware corporation (the “Company”), in connection with its registration statement on Form S-4 (as the same may be amended, the “Registration Statement”), filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement provides for the registration by the Company of up to 31,342,879 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”), that may become issuable upon the consummation of (i) the merger of DNA Merger Sub, Inc. (“Merger Sub”), with and into Helix Technologies, Inc. (“Helix”) with Helix surviving the merger as a wholly-owned subsidiary of the Company (the “Merger”), pursuant to the terms of the Agreement and Plan of Merger and Reorganization, dated as of October 16, 2020, as amended by the Amendment to Agreement and Plan of Merger dated as of December 30, 2020 (together, the “Merger Agreement”), by and among the Company, Helix, Merger Sub, and Medical Outcomes Research Analytics, LLC (“MOR”) and (ii) the contribution of membership interests by the members of MOR to the Company in exchange for shares of the Company’s Common Stock, resulting in MOR becoming a wholly-owned subsidiary of the Company (the “Contribution” and together with the Merger, the “Transactions”) pursuant to the Equity Interest Contribution Agreement to be entered into prior to the Merger by and among MOR, the Company and the equity holders of MOR.
 
For purposes of rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of: (a) the Merger Agreement; (b) the Contribution Agreement; (c) the Certificate of Incorporation of the Company, as filed with and certified by the Secretary of State of the State of Delaware; (d) the Bylaws of the Company in the form filed with the Securities and Exchange Commission; and (e) resolutions of the Board of Directors of the Company, as attested by the Secretary of the Company
 
DUANE MORRIS LLP
30 SOUTH 17TH STREET
PHILADELPHIA, PA 19103-4196
PHONE: 215.979.1000
FAX: 215.979.1020

January 19, 2021
Page 1

We have also examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.
 
This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended (“DGCL”). We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations. As used herein, the term DGCL includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.
 
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the issuance of Shares has been duly authorized and when (i) the Registration Statement becomes effective under the Securities Act, (ii) the stockholders of Helix approves the Merger in accordance with the Merger Agreement, (iii) the Merger is consummated in accordance with the Merger Agreement, (iv) the Company and all of the members of MOR enter into the Contribution Agreement, (v) the Contribution is consummated in accordance with the Contribution Agreement, and (vi) the Shares are issued and delivered in accordance with the terms of the Merger Agreement and the Contribution Agreement, as applicable, the Shares will be validly issued, fully paid and nonassessable under the DGCL.
 
The opinion expressed herein is rendered as of the date hereof and is based on existing law, which is subject to change. Where our opinion expressed herein refers to events to occur at a future date, we have assumed that there will have been no changes in the relevant law or facts between the date hereof and such future date. We do not undertake to advise you of any changes in the opinion expressed herein from matters that may hereafter arise or be brought to our attention or to revise or supplement such opinion should the present laws of any jurisdiction be changed by legislative action, judicial decision or otherwise.
 
Our opinion expressed herein is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated.
 
We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act.
 
 
Very truly yours,

/s/ Duane Morris LLP