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As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/12/19 Anavex Life Sciences Corp. 8-K:1,9 6/07/19 4:372K Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 24K
2: EX-4.1 Registration Rights Agreement, Dated as of June 7, HTML 64K
2019, by and Between the Company and Lincoln Park
Capital Fund, LLC
3: EX-5.1 Prospectus Supplement HTML 9K
4: EX-10.1 Purchase Agreement, Dated as of June 7, 2019 by HTML 177K
and Between the Company and Lincoln Park Capital
Fund, LLC
Exhibit 5.1
Anavex Life Sciences Corp.
51 West 52nd Street, 7th Floor
Re: Prospectus Supplement
Ladies and Gentlemen:
We have acted as your counsel in connection with the Registration Statement on Form S-3 (File No. 333-207600) filed with the Securities and Exchange Commission on August 31, 2016 under the Securities Act of 1933, as amended (the “Securities Act”) and declared effective on September 6, 2016 (the “Registration Statement”) and the related prospectus supplement filed pursuant to Rule 424(b)(5) of the Securities Act dated June 12, 2019 (the “Prospectus Supplement”) relating to the registration of: (i) up to $20,000,000 of shares of the Company’s common stock, par value $0.001 per share (the “Purchase Shares”), and (ii) 389,260 share of the Company’s common stock, par value $0.001 per share (the “Commitment Shares”) (all collectively, the “Shares”), which may be sold and issued to Lincoln Park Capital Fund, LLC (“Lincoln Park”) pursuant to a purchase agreement between Lincoln Park and the Anavex Life Sciences Corp. (the “Company”) dated as of June 7, 2019 (the “Purchase Agreement”), and which may be resold by Lincoln Park. Capitalized terms used in this letter which are not otherwise defined shall have the meanings given to such terms in the Prospectus Supplement.
You have requested our opinion as to the matters set forth below in connection with the Prospectus Supplement. For purposes of rendering this opinion, we have examined the Registration Statement, the Prospectus Supplement, the Purchase Agreement, the Company’s articles of incorporation, as amended, and bylaws, as amended, and the corporate action of the Company that provides for the issuance of the Shares, and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinion, we have also relied on certificates made by officers of the Company. In rendering our opinion, in addition to the assumptions that are customary in opinion letters of this kind, we have assumed the genuineness of signatures on the documents we have examined, the conformity to authentic original documents of all documents submitted to us as copies, and that the Company will have sufficient authorized and unissued shares of common stock available with respect to any of the Shares issued after the date of this letter. We have not verified any of these assumptions.
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This opinion is rendered as of the date of this letter and is limited to matters of Nevada corporate law, including applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws. We express no opinion as to the laws of any other state, the federal law of the United States, or the effect of any applicable federal or state securities laws.
Based upon and subject to the foregoing, it is our opinion that the Shares are duly authorized for issuance by the Company and, when issued and paid for as described in the Prospectus Supplement and Purchase Agreement, will be validly issued, fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Prospectus Supplement and to the reference to this firm under the caption “Legal Matters”. In giving our consent we do not 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 under such act.
Very truly yours,
/s/ Snell & Wilmer L.L.P.
Snell & Wilmer L.L.P.
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| 2 |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 6/12/19 | |||
| For Period End: | 6/7/19 | |||
| 9/6/16 | EFFECT | |||
| 8/31/16 | CORRESP, S-3/A | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/07/23 Anavex Life Sciences Corp. 424B5 2:339K Electro Filings LLC/FA 6/24/21 Anavex Life Sciences Corp. 424B5 1:267K Electro Filings LLC/FA 2/16/21 Anavex Life Sciences Corp. 424B5 1:299K Electro Filings LLC/FA 12/28/20 Anavex Life Sciences Corp. 10-K 9/30/20 44:3.6M Electro Filings LLC/FA |