EXHIBIT 5.1
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| 7800 Rancharrah Pkwy. Reno, NV 89511 PH (775) 788-2200 Fennemorelaw.com
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July 11, 2025
Artelo Biosciences, Inc.
505 Lomas Santa Fe, Suite 160
Solana Beach, CA 92075
| Re: | Registration on Form S-1 for Artelo Biosciences, Inc. |
Ladies and Gentlemen:
We are acting as special Nevada counsel for Artelo Biosciences, Inc., a Nevada corporation (the “Company”), in connection with its filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-1 (the “Registration Statement”), pursuant to which the Company is registering under the Securities Act of 1933, as amended, 920,092 shares of the Company’s common stock, consisting of: (a) 136,843 of common stock of the Company (the “Common Stock”), (b) 93,180 shares of the Company’s common stock issuable upon exercise of certain pre-funded warrants (such warrant, a “Pre-Funded Warrant” and each share of common stock issuable thereunder, a “Pre-Funded Warrant Share,” (c) 460,046 shares of the Company’s common stock issuable upon exercise of certain warrants with an exercise price of $5.82 per share (such warrant, a “$5.82 Warrant” and each share of common stock issuable thereunder, a “$5.82 Share”); and (d) 230,023 shares of the Company’s common stock issuable upon exercise of certain warrants with an exercise price of $10.00 (each such warrant, a “$10.00 Warrant” and each share of common stock issuable thereunder, a “$10.00 Share” and, together with the Pre-Funded Warrant Shares and the $5.82 Shares, the “Warrant Shares”).).
We have examined originals or copies of each of the documents listed below:
1. The Articles of Incorporation of the Company, as amended, as certified by an officer of the Company as of the date hereof;
2. The Bylaws of the Company, as certified by an officer of the Company as of the date hereof;
3. The meeting minutes of the Company’s Board of Directors held on June 20, 2025 and the minutes and related resolutions of the Company’s Audit-Finance Committee held on June 24, 2025;
4. The form of the Pre-Funded Warrants;
Artelo Biosciences, Inc.
July 11, 2025
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5. The form of the $5.82 Warrants;
6. The form of the $10.00 Warrants;
7. The form of the Securities Purchase Agreement relating to the purchase and sale of the Common Stock and the Warrants; and
8. The Registration Statement.
We have examined originals or copies of such other corporate records, certificates of corporate officers and public officials and other agreements and documents as we have deemed necessary or advisable for purposes of this opinion letter. We have relied upon the certificates of all public officials and corporate officers with respect to the accuracy of all factual matters contained therein.
Without limiting the generality of the foregoing, in our examination, we have, with your permission, assumed without independent verification, that (i) all documents submitted to us as originals are authentic, the signatures on all documents that we examined are genuine, and all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies conform to the original document; and (ii) all corporate records made available to us by the Company and all public records we have reviewed are accurate and complete. We note that the Company has reserved, and assume it will continue to maintain reserved, a sufficient number of shares of its duly authorized, but unissued, common stock as is necessary to provide for the issuance of the Warrant Shares.
1. Issuance of the Common Stock has been duly authorized by the Company and such Common Stock has been validly issues, is fully paid and is nonassessable.
2. Issuance of the Warrants has been duly authorized by the Company and, when issued and paid for in accordance with the terms of the relevant Warrant, the Pre-Funded Warrant Shares, the $5.82 Shares and the $10.00 Shares will be validly issued, fully paid, and nonassessable.
We express no opinion as to the laws of any jurisdiction other than the laws of the State of Nevada; provided, however, that we express no opinion with respect to any securities law or rule. The opinions expressed above concern only the effect of the laws (excluding the principles of conflict of laws) of the State of Nevada currently in effect. We assume no obligation to supplement this opinion if any applicable laws change after the date of this opinion, or if we become aware of any facts that might change the opinions expressed above after the date of this opinion.
Artelo Biosciences, Inc.
July 11, 2025
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This opinion is issued in the State of Nevada. By issuing this opinion, Fennemore Craig, P.C. (i) shall not be deemed to be transacting business in any other state or jurisdiction other than the State of Nevada and (ii) does not consent to the jurisdiction of any state other than the State of Nevada. Any claim or cause of action arising out of the opinions expressed herein must be brought in the State of Nevada. Your acceptance of this opinion shall constitute your agreement to the foregoing.
We consent to your filing of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement. We further consent to the incorporation by reference of this opinion and consent in any registration statement filed pursuant to Rule 462(b) under the Act with respect to the Common Stock. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K. The opinions expressed in this letter are rendered as of the date hereof, and we express no opinion as to circumstances or events that may occur subsequent to such date. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the common stock of the Company.
| Very truly yours, |
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| /s/ Fennemore Craig, P.C. |
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| FENNEMORE CRAIG, P.C. |
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