Exhibit 5.1

 

[Letterhead of Burns & Levinson LLP]

 

February 3, 2023

 

Kiora Pharmaceuticals, Inc.

1371 East 2100 South, Suite 200

Salt Lake City, Utah 84105

 

  Re: Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We have acted as counsel for Kiora Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with the preparation of the Registration Statement on Form S-1 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on February 3, 2023 under the Securities Act of 1933, as amended (the “Securities Act”), covering the offering for resale, on a delayed or continuous basis, of 1,052,798 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), of which (i) 52,798 shares (the “Private Placement Shares”) have been issued to Lincoln Park Capital Fund, LLC (“Lincoln Park”) pursuant to a securities purchase agreement between the Company and Lincoln Park dated as of February 2, 2023 and (ii) 1,000,000 (the “Purchase Shares” and, together with the Private Placement Shares, the “Shares”) are reserved for issuance pursuant to a purchase agreement between the Company and Lincoln Park dated as of February 3, 2023 (the “Purchase Agreement”). This opinion is being rendered in connection with the filing of the Registration Statement with the Commission.

 

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 Third Amended and Restated By-Laws, the Purchase Agreement, the Securities Purchase 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, and subject to the additional qualifications set forth below, we are of the opinion that (i) the Private Placement Shares are duly authorized and validly issued, fully paid and non-assessable and (ii) the Purchase Shares have been duly authorized and, when issued and delivered by the Company in the manner described in the Registration Statement and the related Prospectus, 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.

 

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.

 

 

 

 

Kiora Pharmaceuticals, Inc.

February 3, 2023

Page 2

 

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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