EX-5.1 2 ea158140ex5-1_inmedpharma.htm OPINION OF NORTON ROSE FULBRIGHT CANADA LLP REGARDING LEGALITY OF SECURITIES BEING REGISTERED

Exhibit 5.1

 

April 7, 2022

 

InMed Pharmaceuticals Inc.

815 W. Hastings Street

Vancouver, British Columbia, Canada

V6C 1B4

 

Norton Rose Fulbright Canada llp
510 West Georgia Street, Suite 1800
Vancouver, British Columbia V6B 0M3

 

F: +1 604.641.4949

nortonrosefulbright.com 

 

Re: Registration Statement InMed Pharmaceuticals Inc. on Form S-3

 

Dear Sirs/Mesdames:

 

We have acted as counsel to InMed Pharmaceuticals Inc. (the Company), a corporation incorporated under the laws of British Columbia, in connection with its filing of a registration statement on Form S-3 (the Registration Statement) filed by the Company under the Securities Act of 1933, as amended (the Securities Act), relating to the offer and resale of 6,139,727 common shares of the Company (each a Common Share). We have been requested by the Company to render this opinion in connection with the filing of the Registration Statement.

 

As counsel, we have made such investigations and examined the originals, or duplicate, certified, conformed, telecopied or photostatic copies of such corporate records, agreements, documents and other instruments and have made such other investigations as we have considered necessary or relevant for the purposes of this opinion, including:

 

(a)the Registration Statement;

 

(b)the articles, as amended, and the notice of articles of the Company;

 

(c)a Certificate of Good Standing dated April 7, 2022 issued by the British Columbia Registrar of Companies; and

 

(d)a certificate of an officer of the Corporation (the “Corporate Certificate”) dated the date hereof addressed to Norton Rose Fulbright Canada LLP, with respect to certain factual matters.

 

With respect to the accuracy of factual matters material to this opinion, we have relied upon the Corporate Certificate, certificates or comparable documents and representations of public officials and of officers of the Company and have not performed any independent check or verification of such factual matters.

 

In giving this opinion, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as duplicates, certified, conformed, telecopied or photostatic copies and the authenticity of the originals of such latter documents, and that all facts set forth in the certificates supplied by officers of the Company are complete, true and accurate as of the date hereof. We have also assumed that the certificate of compliance referred to above will continue to be accurate as at the date of issuance of any Common Shares offered or sold under the Registration Statement.

 

 

 

 

The opinion set forth below is limited to the laws of the Province of British Columbia and the federal laws of Canada applicable therein, in each case in effect on the date hereof. Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.

 

The opinion set forth below is subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting the rights of creditors; (ii) the effect of general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, injunctive relief and other equitable remedies), regardless of whether considered in a proceeding at law or in equity, (iii) the effect of public policy considerations that may limit the rights of the parties to obtain further remedies, (iv) we express no opinion with respect to the enforceability of provisions relating to choice of law, choice of venue, jurisdiction or waivers of jury trial, and (v) we express no opinion with respect to the enforceability of any waiver of any usury defense.

 

Based on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, including the assumption that the Registration Statement and any required post-effective amendment(s) thereto required by applicable laws have become effective under the Securities Act, we are of the opinion that:

 

1.upon delivery of and payment for such Common Shares in the manner contemplated by the Registration Statement, the Common Shares will be validly issued, fully paid and non-assessable shares in the share capital of the Company.

 

We hereby consent to the filing of this opinion with the Securities and Exchange Commission (the Commission) as an exhibit to the Registration Statement and to the use of our name therein. 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 of the Commission promulgated thereunder.

 

Yours truly,

 

 

/s/ Norton Rose Fulbright Canada LLP

 

 

Norton Rose Fulbright Canada LLP is a limited liability partnership established in Canada.

 

Norton Rose Fulbright Canada LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright South Africa Inc and Norton Rose Fulbright US LLP are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are at nortonrosefulbright.com.