Goodwin Procter LLP
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Philadelphia, PA 19104
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+1 445 207 7800
Exhibit 5.1
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Goodwin Procter LLP
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April 19, 2023
Windtree Therapeutics, Inc.
2600 Kelly Road, Suite 100
Warrington, Pennsylvania 18976
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Re: |
Securities Registered under Registration Statement on Form S-1 |
We have acted as counsel to you in connection with your filing of a (i) Registration Statement on Form S-1 (File No. 333-269775) (as amended or supplemented, the “Initial Registration Statement”) initially filed on February 14, 2023 pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and (ii) a second Registration Statement on Form S-1 filed pursuant to Rule 462(b) promulgated under the Securities Act (the “462(b) Registration Statement,” and together with the Initial Registration Statement, the “Registration Statement”). This opinion letter is furnished to you in connection with your filing of the 462(b) Registration Statement, relating to the registration of the offering by Windtree Therapeutics, Inc., a Delaware corporation (the “Company”), of up to an aggregate of 706,484 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”) and accompanying warrants to purchase up to an aggregate of 706,484 shares of Common Stock (the “Common Warrants,” and shares of Common Stock underlying the Common Warrants, the “Common Warrant Shares”) covered by the Registration Statement. The Shares and Common Warrants are being sold to the several underwriters named in, and pursuant to, an underwriting agreement among the Company and such underwriters (the “Underwriting Agreement”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that:
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The Shares have been duly authorized and, when delivered and paid for in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and non‑assessable. |
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The Common Warrants have been duly authorized and, when issued, delivered and paid for in accordance with the terms of the Underwriting Agreement, will be valid and binding obligations of the Company. |
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Assuming a sufficient number of authorized but unissued shares of Common Stock are available for issuance when the Common Warrants are exercised, the Common Warrant Shares, when and if issued upon exercise of the Common Warrants in accordance with the terms of the Common Warrants, will be validly issued, fully paid and non-assessable. |
Windtree Therapeutics, Inc.
April 19, 2023
Page 2
This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the 462(b) Registration Statement and to the references to our firm under the caption “Legal Matters” in the Initial Registration Statement. 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 thereunder.
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Very truly yours,
/s/ Goodwin Procter LLP
GOODWIN PROCTER LLP |