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Contract analysis / legal-opinion-exhibit-5-1-final.docx
legal-opinion-exhibit-5-1-final.docx
1033-00002 · 20 clauses
High · 0 Medium · 0 Standard · 3
I. Documents and Records Examined
I. Documents and Records Examined In connection with the opinions expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents, corporate records, certificates, and other instruments:
1. The Registration Statement on Form S-3 (File No. 333-278401), as originally filed with
1. The Registration Statement on Form S-3 (File No. 333-278401), as originally filed with the SEC on March 14, 2024, including all amendments thereto and the exhibits filed therewith or incorporated by reference therein;
2. The Base Prospectus dated March 28, 2024, forming a part of the Registration Statement
2. The Base Prospectus dated March 28, 2024, forming a part of the Registration Statement;
3. The Prospectus Supplement dated October 28, 2025, filed with the SEC pursuant to Rule
3. The Prospectus Supplement dated October 28, 2025, filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act;
4. The Underwriting Agreement dated October 28, 2025, among the Company and the Underwrit
4. The Underwriting Agreement dated October 28, 2025, among the Company and the Underwriters;
5. The Amended and Restated Certificate of Incorporation of the Company, as filed with th
5. The Amended and Restated Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware (Delaware Charter File No. 7291845), together with all certificates of amendment, certificates of designation, and other instruments filed with respect thereto;
6. The Amended and Restated Bylaws of the Company, as currently in effect;
6. The Amended and Restated Bylaws of the Company, as currently in effect;
7. The resolutions of the Board of Directors of the Company adopted on September 30, 2025 Standard
⚑ Commercial term
7. The resolutions of the Board of Directors of the Company adopted on September 30, 2025, authorizing, among other things, (a) the offering and sale of up to 8,000,000 shares of Common Stock at a price not less than $25.00 per share, (b) the establishment of a Pricing Committee consisting of Marcus Hale (Chief Executive Officer), Lena Okafor (Chief Financial Officer), and Patricia Moynihan (Independent Director and
8. The resolutions of the Pricing Committee adopted on October 28, 2025, approving (a) th Standard
⚑ Commercial term
8. The resolutions of the Pricing Committee adopted on October 28, 2025, approving (a) the public offering price of $27.45 per share, (b) the number of Firm Shares to be issued in the offering (6,557,377 shares), (c) the grant to the Underwriters of an over-allotment option covering up to 983,606 Option Shares, (d) the underwriting discount of $1.098 per share (representing 4.0% of the public offering price), and (e)
9. A certificate of good standing of the Company issued by the Secretary of State of the
9. A certificate of good standing of the Company issued by the Secretary of State of the State of Delaware, dated on or about the date hereof;
10. The Secretary's Certificate of the Company dated October 31, 2025, certifying, among
10. The Secretary's Certificate of the Company dated October 31, 2025, certifying, among other things, (a) the Amended and Restated Certificate of Incorporation, as amended to date, (b) the Amended and Restated Bylaws, as currently in effect, (c) the resolutions of the Board of Directors adopted on September 30, 2025, (d) the resolutions of the Pricing Committee adopted on October 28, 2025, and (e) the incumbency and
11. Such other documents, records, certificates, and instruments as we have deemed necess
11. Such other documents, records, certificates, and instruments as we have deemed necessary or appropriate for purposes of the opinions expressed herein. In addition, we have reviewed such matters of law and have made such other inquiries and investigations as we have considered necessary or appropriate as a basis for the opinions set forth below.
II. Assumptions Standard
⚑ Commercial term
II. Assumptions In rendering the opinions set forth below, we have assumed the following, without independent verification or investigation: (a) The genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, and the conformity with originals of all documents submitted to us as copies, whether certified, photostatic, electronic, or otherwise. (b) That
III. Opinions
III. Opinions Based upon and subject to the foregoing, and subject further to the qualifications and limitations set forth in Section IV below, we are of the opinion that:
1. Due Incorporation and Good Standing. The Company has been duly incorporated and is vali
1. Due Incorporation and Good Standing. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware.
2. Authorized Capital Stock. The Company has the authorized capitalization set forth in th
2. Authorized Capital Stock. The Company has the authorized capitalization set forth in the Registration Statement and the Prospectus, consisting of (a) 300,000,000 shares of Common Stock, par value $0.001 per share, and (b) 10,000,000 shares of preferred stock, par value $0.001 per share, none of which shares of preferred stock are currently issued or outstanding.
3. Due Authorization. The issuance and sale of the Shares have been duly authorized by all
3. Due Authorization. The issuance and sale of the Shares have been duly authorized by all necessary corporate action on the part of the Company, including the resolutions of the Board of Directors of the Company duly adopted at a meeting held on September 30, 2025, and the resolutions of the Pricing Committee duly adopted on October 28, 2025, and no further corporate action on the part of the Company is required in
4. Valid Issuance, Fully Paid, and Non-Assessable. When the Shares (including both the 6,5
4. Valid Issuance, Fully Paid, and Non-Assessable. When the Shares (including both the 6,557,377 Firm Shares and up to 983,606 Option Shares, for a maximum total of 7,540,983 shares of Common Stock) have been issued and delivered by the Company against payment therefor in accordance with the terms of the Underwriting Agreement and as described in the Registration Statement and the Prospectus, the Shares will be valid
IV. Qualifications and Limitations
IV. Qualifications and Limitations The opinions expressed herein are subject to the following qualifications and limitations: (a) This opinion is limited in all respects to the General Corporation Law of the State of Delaware (the "DGCL"), including the applicable provisions of the Constitution of the State of Delaware and the reported judicial decisions interpreting the foregoing, as currently in effect. We express
V. Consent
V. Consent We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-3 (File No. 333-278401) and to the reference to Calderwood & Harkness LLP under the caption "Legal Matters" in the Prospectus Supplement dated October 28, 2025, and the Base Prospectus dated March 28, 2024. In giving this consent, we do not thereby admit that we are within the category of persons whose co