Exhibit 5.1

 

[Letterhead of Burns & Levinson LLP]

 

October 18, 2019

 

EyeGate Pharmaceuticals, Inc.

271 Waverley Oaks Road, Suite 108

Waltham, Massachusetts 02452

 

  Re:Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel for EyeGate Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with the preparation of the Registration Statement on Form S-3 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on October 18, 2019 under the Securities Act of 1933, as amended (the “Securities Act”), covering the offering for resale, on a delayed or continuous basis, of 600,000 shares (the “Common Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and 600,000 shares of Common Stock (the “Warrant Shares”) issuable upon exercise of the Company’s warrants (the “Warrants”), by the selling stockholder named therein. The Shares and Warrants were issued, and the Warrant Shares are issuable, pursuant to the Securities Purchase Agreement, dated as of September 29, 2019, by and between the Company and the purchaser identified therein (the “Purchase Agreement”), which has been filed as an exhibit to the Company's Current Report on Form 8-K filed on September 30, 2019.

 

In connection with this opinion, we have examined and relied upon the Registration Statement and the prospectus contained therein, the Company’s Restated Certificate of Incorporation, as amended, the Company’s Amended and Restated By-Laws, the Purchase Agreement, the Warrants 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. We have also assumed that the Warrant Shares issuable pursuant to the Warrants will continue to be validly authorized on the dates the Warrant Shares are issued pursuant to the Warrants.

 

Based upon the foregoing, and subject to the additional qualifications set forth below, we are of the opinion that (i) the Shares are validly issued, fully paid and non-assessable, and (ii) the Warrant Shares have been duly authorized and reserved for issuance, and, when issued upon exercise of the Warrants in accordance with the terms thereof, will be validly issued, fully paid and non-assessable.

 

The opinions expressed above are subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity.

 

 

 

EyeGate Pharmaceuticals, Inc.

October 18, 2019

Page 2

 

We express no opinion herein as to the effect or applicability of the laws of any jurisdiction other than the federal laws of the United States of America and the General Corporation Law of the State of Delaware (including all applicable provisions of the Delaware constitution and reported judicial decisions interpreting the General Corporation Law of the State of Delaware or the Delaware constitution). This opinion is limited to the laws referred to above as in effect on the date hereof. We undertake no obligation to advise you as a result of developments occurring after the date hereof or as a result of facts or circumstances brought to our attention after the date hereof.

 

We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving such consent, we do not hereby admit that we come within 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 or Item 509 of Regulation S-K.

 

Very truly yours,
  
/s/ BURNS & LEVINSON LLP
  
BURNS & LEVINSON LLP

 

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