EX-5.1 2 ea187877ex5-1_inmedpharma.htm OPINION OF NORTON ROSE FULBRIGHT CANADA LLP

Exhibit 5.1

 

November 8, 2023
   
  Norton Rose Fulbright Canada llp
InMed Pharmaceuticals Inc. 222 Bay Street, Suite 3000
815 W. Hastings Street Toronto, Ontario M5K 1E7
Vancouver, British Columbia, Canada V6C 1B4  
  F: +1 604.641.4949
  nortonrosefulbright.com

 

Re: Registration Statement InMed Pharmaceuticals Inc. on Form S-1

 

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-1 (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 up to an aggregate of 12,569,564 common shares of the Company, consisting of: (i) 3,012,049 common shares (the Pre-Funded Warrant Shares) issuable upon the exercise of unregistered pre-funded warrants (the Pre-Funded Warrants) issued by the Company pursuant to a securities purchase agreement dated October 24, 2023 (the Purchase Agreement), and (ii) 3,012,049 common shares (the Investment Option Shares), issuable upon the exercise of preferred investment options issued by the Company pursuant to the Purchase Agreement (the Investment Options), and (iii) 6,545,466 common shares (the Inducement Shares and, together with the Pre-Funded Warrant Shares and the Investment Option Shares, the Converted Shares) issuable upon the exercise of preferred investment options (the Additional Investment Options) issued to certain investors party to the inducement offer letter agreement dated October 24, 2023 (the Inducement Letter). 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; and

 

(c)a Certificate of Good Standing dated November 8, 2023 issued by the British Columbia Registrar of Companies.

 

With respect to the accuracy of factual matters material to this opinion, we have relied upon 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 Converted Shares offered or sold under the Registration Statement, and that prior to the issuance and delivery of the Converted Shares, the Company will receive, in cash, the full exercise price in respect of the Pre-Funded Warrants, Investment Options, and Additional Investment Options.

 

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 the Converted Shares have been authorized, reserved and allotted for issuance and, upon issuance, delivery and payment therefor in accordance with the terms of the Pre-Funded Warrants, the Investment Options, and the Additional Investment Options, the Converted Shares will be validly issued as fully-paid and non-assessable shares in the capital of the Company.

 

We hereby consent to the filing of this opinion with 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

 

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.