|
|
Exhibit
5.1
June
21, 2017
ENDRA
Life Sciences Inc.
3600
Green Court, Suite 350
Ann
Arbor, MI 48105
Ladies
and Gentlemen:
We have
acted as special counsel to you in connection with the Registration
Statement on Form S-8 (the “Registration Statement”)
filed on the date hereof with the Securities and Exchange
Commission (the “Commission”) under the Securities Act
of 1933, as amended (the “Securities Act”), for the
registration of 1,345,074 shares (the “Shares”) of
common stock, par value $0.01 per share (“Common
Stock”), of ENDRA Life Sciences Inc., a Delaware corporation
(the “Company”), issuable pursuant to the ENDRA Life Sciences Inc. 2016 Omnibus Incentive
Plan (the “Plan”). Capitalized terms used but
not defined herein have the meanings ascribed to such terms in the
Plan.
You
have requested our opinion as to the matters set forth below in
connection with the Registration Statement. For purposes of
rendering that opinion, we have examined: (a) the Registration
Statement, (b) the Company’s Fourth Amended and Restated
Certificate of Incorporation, as amended through the date hereof,
(c) the Company’s Amended and Restated Bylaws, as amended
through the date hereof, (d) the Plan, (e) resolutions adopted by
the Board of Directors of the Company (the “Board of
Directors”) relating to the Registration Statement and the
Plan, and (f) a certificate of an officer of the Company, dated as
of the date hereof. Other than our review of the documents listed
in (a) through (f) above, we have not reviewed any other documents
or made any independent investigation for the purpose of rendering
this opinion.
For the
purposes of this opinion letter, we have assumed that: (a) each
document submitted to us is accurate and complete; (b) each such
document that is an original is authentic; (c) each such document
that is a copy conforms to an authentic original; (d) all
signatures on each such document are genuine; and (e) the Company
is and shall remain at all times a corporation duly incorporated,
validly existing and in good standing under the laws of the State
of Delaware. We have further assumed the legal capacity of natural
persons, and we have assumed that each party to the documents we
have examined or relied on has the legal capacity or authority and
has satisfied all legal requirements that are applicable to that
party to the extent necessary to make such documents enforceable
against that party. We have not verified any of those
assumptions.
K&L
GATES LLP
HEARST
TOWER 47TH FLOOR 214 NORTH TRYON STREET CHARLOTTE NC
28202
T +1
704 331 7400 F +1 704 331 7598 klgates.com
ENDRA
Life Sciences Inc.
June
21, 2017
Page
2
In
rendering our opinion below, we also have assumed that: (a) the
Company will have sufficient authorized and unissued shares of
Common Stock at the time of each issuance of any Shares under the
Plan; (b) the Shares will be evidenced by appropriate certificates,
duly executed and delivered or the Board of Directors will adopt a
resolution providing that all Shares shall be uncertificated in
accordance with Section 158 of the Delaware General Corporation Law
(the “DGCL”) prior to their issuance; (c) the issuance
of each Share will be duly noted in the Company’s stock
ledger upon its issuance; (d) the Company will receive
consideration for each Share at least equal to the par value of
such share of Common Stock and in the amount required by the Plan
(or the Award Agreement issued thereunder); and (e) prior to the
issuance of any Shares under the Plan, the Board of Directors (or a
duly authorized committee thereof) will duly authorize each Award
granted under the Plan pursuant to an Award Agreement and in
accordance with the DGCL and the Plan.
Our
opinion set forth below is limited to the DGCL and reported
decisions interpreting the DGCL.
Based
upon and subject to the foregoing, it is our opinion that the
Shares (a) are duly authorized for issuance by the Company pursuant
to, and on the terms set forth in, the Plan and, (b) when, and if,
issued pursuant to the terms of the Plan and the applicable Award
Agreement, will be validly issued, fully paid, and
nonassessable.
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
laws.
We
hereby consent to the filing of this opinion letter with the
Commission as Exhibit 5.1 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 or the rules and regulations
thereunder.
Yours
truly,
/s/
K&L Gates LLP
K&L
Gates LLP