EX-5.1 4 ea025672301ex5-1_citius.htm OPINION OF WYRICK ROBBINS YATES & PONTON LLP

Exhibit 5.1

 

Wyrick Robbins Yates & Ponton LLP

4101 Lake Boone Trail, Suite 300

Raleigh, North Carolina 27607

 

September 10, 2025

 

Board of Directors

Citius Oncology, Inc.

11 Commerce Drive,

Cranford, New Jersey 07016

 

Ladies and Gentlemen:

 

We have acted as counsel to Citius Oncology, Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale of an aggregate of 5,142,858 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), pursuant to the registration statement on Form S-3 (Registration Statement No. 333-289979), as filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), as declared effective by the Commission on September 4, 2025 (the registration statement, as it may be amended from time to time, is herein referred to as the “Registration Statement”), together with the exhibits to the Registration Statement and the documents incorporated by reference therein and the related base prospectus which forms a part of and is included in the Registration Statement and the related prospectus supplement in the form filed with the Commission pursuant to Rule 424(b) under the Act on September 10, 2025 (the “Prospectus”).

 

The Shares are to be sold pursuant to a Securities Purchase Agreement, dated as of September 9, 2025, by and between the Company and the investor signatory thereto (the “Purchase Agreement”), which has been filed as an exhibit to the Company’s Current Report on Form 8-K filed on September 10, 2025.

 

In connection with this opinion, we have examined and relied upon the Registration Statement and the Prospectus, the Company’s Certificate of Incorporation, as amended to date, the Company’s Bylaws, as amended to date, the Purchase Agreement, the Placement Agent Agreement and such instruments, documents, certificates and records that we have deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed; and (iv) the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

 

Based upon the foregoing, we are of the opinion that the Shares, when issued and sold in accordance with the Purchase Agreement, the Registration Statement and the Prospectus, will be duly authorized, validly issued, fully paid and non-assessable.

 

This opinion is limited to the current federal laws of the United States and laws of the State of Delaware, including the statutory provisions and reported judicial decisions interpreting these laws.

 

We hereby consent to the use of our name wherever it appears in the Registration Statement and the Prospectus, and in any amendment or supplement thereto, the filing of this opinion as an exhibit to a current report on Form 8-K of the Company and the incorporation by reference of this opinion in the Registration Statement.

 

In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.

 

Sincerely,  
   
/s/ Wyrick Robbins Yates & Ponton LLP