Exhibit 5.1


Barristers & Solicitors

April 17, 2024

Psyence Biomedical Ltd.

121 Richmond Street West

Penthouse Suite 1300

Toronto, Ontario, M5H 2K1

Dear Mesdames/Messrs:

Re:

Registration Statement on Form F-1

We have acted as Canadian corporate counsel to Psyence Biomedical Ltd. (the “Corporation”), a corporation incorporated under the laws of Ontario, Canada, in connection with the registration by the Corporation for resale by certain selling shareholders and warrant holders, as detailed in the prospectus constituting part of the Corporation’s registration statement (the “Registration Statement”) on Form F-1 filed today by the Corporation with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 35,566,000 common shares of the Corporation (the “Common Shares”) consisting of:

(i)

an aggregate of up to 18,750,000 Common Shares (the “First Tranche Note Shares”) issuable pursuant to the conversion of those certain senior secured convertible notes (the “First Tranche Notes”) issued to certain investors by the Corporation on January 25, 2024;

(ii)

150,000 Common Shares (the “CCM Fee Shares”) that were issued on January 25, 2024 in lieu of payment of deferred underwriting commissions and transaction fees owed to Cohen & Company Capital Markets Division in connection with the business combination involving the Corporation that occurred on January 25, 2024 (the “Business Combination”);

(iii)

150,000 Common Shares (the “Cantor Fee Shares”) that were issued on January 25, 2024 in lieu of payment of deferred underwriting commissions owing to Cantor Fitzgerald & Co.;

(iv)

150,000 Common Shares (the “Maxim Fee Shares”) that were issued on January 25, 2024 in lieu of payment of certain transaction fees owing to Maxim Group LLC in connection with the Business Combination;

4100 - 66 Wellington Street West, PO Box 35, TD Bank Tower, Toronto, Ontario, Canada. M5K 1B7	T: 416-365-1110 F:416-365-1876
		www.wirfould.com


Barristers & Solicitors

(v)

125,000 Common Shares (the “MWE Fee Shares”) issued on January 25, 2024 in lieu of payment of certain transaction expenses owing to McDermott Will & Emery LLP in connection with Business Combination;

(vi)

21,000 Common Shares (the “RNA Fee Shares” and, together with the CCM Fee Shares, the Cantor Fee Shares, the Maxim Fee Shares, the MWE Fee Shares, the “Advisory Fee Shares”) that were issued on January 25, 2024 in lieu of payment of certain transaction fees owing to RNA Advisors RNA Advisors, LLC;

(vii)

150,000 Common Shares (the “EGS Fee Shares”) that the Corporation is contractually bound to issue to Ellenoff Grossman & Schole LLP, in connection with payment of Business Combination transaction expenses;

(viii)

3,000,000 Common Shares (the “Sponsor Shares”) issued by the Corporation to Newcourt SPAC Sponsor LLC on January 25, 2024 in connection with the Business Combination; and

(ix)

13,070,000 Common Shares (the “Warrant Shares”) issuable upon exercise of Warrants, including 12,500,000 Common Shares issuable upon exercise of Public Warrants (as defined in the Registration Statement) and 570,000 Common shares issuable upon exercise of Private Warrants (as defined in the Registration Statement).

Examination of Documents

In giving the opinions expressed below we have examined:

(a)

a Certificate of Status issued under the Business Corporations Act (Ontario) dated April 15, 2024;

(b)

the certificate of incorporation, articles and by-laws of the Corporation (the “Articles”); and

(c)

certain resolutions of the Corporation’s directors.

Assumptions and Reliances


Barristers & Solicitors

As to certain matters of fact, we have relied on a certificate of an officer of the Corporation of even date (the “Officer’s Certificate”).

In preparation for the delivery of this opinion, we have examined the above-mentioned documents and we have examined all such other documents and made such other investigations as we consider relevant and necessary in order to give this opinion. In particular, we have not reviewed, and express no opinion on, any document that is referred to or incorporated by reference into the documents reviewed by us. As to various questions of fact material to this opinion which we have not independently established, we have examined and relied upon, without independent verification, certificates of public officials and officers of the Corporation including, without limitation, the Officer’s Certificate.

For purposes of this opinion letter, we have also assumed that:

(a)

the legal capacity of all individuals;

(b)

the genuineness of all signatures on, and the authenticity and completeness of all documents submitted to us as originals and the conformity to authentic or original documents of all documents submitted to us as certified, conformed, telecopied, photostatic, electronically transmitted copies (including commercial reproductions);

(c)

the identity and capacity of any person acting or purporting to act as a corporate or public official;

(d)

the accuracy and completeness of all information provided to us by public officials or offices of public record;

(e)

the accuracy and completeness of all representations and statements of fact contained in all documents, instruments and certificates (including the Officer’s Certificate);

(f)

the accuracy and completeness of the minute books and all other corporate records of the Corporation reviewed by us;

(g)

the facts stated in the Certificate of Status continue to be true as of the date hereof;


Barristers & Solicitors

(h)

all securities referred to herein have been offered, issued and sold in compliance with applicable United States federal and state securities laws, and in the manner stated in the Registration Statement; and

(i)

that the facts stated in the Certificate of Status and the Officer’s Certificate shall continue to be true and correct as at the date of completion of the shares issuances contemplated hereby.

We have not undertaken any independent investigation to verify the accuracy of any of the foregoing assumptions.

When our opinion refers to First Tranche Note Shares and Warrant Shares to be issued or Advisory Fee Shares and the Sponsor Shares having been issued as being “fully paid and non-assessable”, such opinion indicates that the holder of such Common Shares cannot be required to contribute any further amounts to the Corporation by virtue of his, her or its status as holder of such Common Shares, either in order to complete payment for the Common Shares, to satisfy claims of creditors or otherwise. No opinion is expressed as to the adequacy of any consideration received for such Common Shares.

We are qualified to practice law only in the Province of Ontario. Our opinion below is limited to the existing laws of the Province of Ontario and the federal laws of Canada applicable therein as of the date of this opinion and should not be relied upon, nor are they given, in respect of the laws of any other jurisdiction. In particular, we express no opinion as to United States federal or state securities laws or any other laws, rule or regulation, federal or state, applicable to the Corporation. We disclaim any obligation or duty to update this opinion to reflect any changes in such laws or other circumstances after the date hereof.

The opinions given below are given as of the date off this letter and are not prospective.

Opinions

Based upon and subject to the foregoing, we are of the opinion that:

the First Tranche Note Shares have been duly authorized for issuance by all necessary corporate action by the Corporation, and upon the conversion First Tranche Notes in accordance with their terms, the First Tranche Note Shares will be validly issued, fully paid and non-assessable common shares in the capital of the Corporation;


Barristers & Solicitors

the EGS Fee Shares have been duly authorized for issuance by all necessary corporate action by the Corporation, and upon the issuance thereof will be validly issued, fully-paid and non-assessable common shares in the capital of the Corporation; and

the Advisory Fee Shares and the Sponsor Shares have been validly issued as fully paid and non-assessable common shares in the capital of the Corporation; and

the Warrant Shares have been duly authorized for issuance by all necessary corporate action by the Corporation, and upon the due exercise of the Public Warrants and the Private Warrants, as the case may be, in accordance with their terms, including payment to the Corporation of the full exercise consideration per applicable Warrant Share, such Warrant Shares will be validly issued, fully paid and non-assessable common shares in the capital of the Corporation.

This opinion letter is rendered as of the date hereof, and is opining upon and is limited to the laws of the Province of Ontario and the federal laws of Canada applicable therein, as such laws presently exist as of the date hereof. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should applicable laws be changed after the date hereof by legislative action, judicial decision or otherwise, or if we become aware of any facts that might change the opinions expressed herein after the date hereof. The opinions expressed in this letter are limited to the matters set forth herein and no other opinions should be inferred beyond the matters expressly stated.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus constituting part of the Registration Statement. In giving this consent, we do not thereby imply or admit that we are an “expert” within the meaning of Section 11 of the Securities Act or the rules and regulations promulgated thereunder or that we come within the categories of persons whose consent is required by Section 7 of the Securities Act.

Yours truly,

/s/ WeirFoulds LLP