Exhibit
5.1
OPINION OF FREDRIKSON & BYRON, P.A.
FREDRIKSON & BYRON, P.A.
200
South Sixth Street, Suite 4000
Minneapolis,
Minnesota 55402
Telephone:
(612) 492-7000
Facsimile:
(612) 492-7077
May 29,
2020
Celcuity
Inc.
16305
36th Avenue N., Suite 100
Minneapolis,
MN 55446
Re:
Registration Statement on
Form S-8
Ladies
and Gentlemen:
We are
acting as corporate counsel to Celcuity Inc. (the
“Company”) in connection with the filing by the Company
of a Registration Statement on Form S-8 (the “Registration
Statement”) under the Securities Act of 1933, as amended (the
“Act”), to register 153,810 shares (plus any additional
shares as described in footnote (1) to the Calculation of
Registration Fee table) of Common Stock, par value $0.001, of the
Company, which we have been advised by the Company may be issued
from time to time pursuant to the Company’s Amended and
Restated 2017 Stock Incentive Plan and 2017 Employee Stock Purchase
Plan (each, a “Plan” and collectively, the
“Plans” ). All such shares of Common Stock to be issued
pursuant to the Plans are referred to herein as the
“Shares.”
In
acting as such counsel and for the purpose of rendering this
opinion, we have reviewed copies of the following, as presented,
and represented as being such, to us by the Company: (i) the
Company’s Certificate of Incorporation; (ii) the
Company’s Bylaws; (iii) certain corporate resolutions adopted
by the Board of Directors and stockholders of the Company
pertaining to the approval of the Plans; (iv) the Plans; and (v)
the Registration Statement. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity with the original
of all documents submitted to us as copies thereof.
Based
on, and subject to, the foregoing and upon representations and
information provided by the Company or its officers or directors or
by public officials or their staffs, it is our opinion as of this
date that, upon issuance and delivery of the Shares against receipt
by the Company of the consideration for the Shares pursuant to the
terms of the respective Plan, the Shares will be validly issued,
fully paid and nonassessable.
This
opinion is limited to the Delaware General Corporation Law. We
hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not hereby
admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange
Commission.
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Very truly
yours,
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Fredrikson &
Byron, P.A.
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By:
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/s/ Eric Madson
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Eric Madson
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Vice
President
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