EX-5.1 3 ex_531434.htm EXHIBIT 5.1 ex_531434.htm

Exhibit 5.1

 

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June 8, 2023

Vaxart, Inc.

170 Harbor Way

Suite 300

South San Francisco, California 94080

 

 

Ladies and Gentlemen:

 

We have acted as counsel to Vaxart, Inc., a Delaware corporation (the “Company”), in connection with the offer and sale by the Company of up to 18,400,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, which includes up to 1,446,000 shares that may be sold by the Company pursuant to the exercise of an option to acquire additional Shares, pursuant to that certain Underwriting Agreement, dated June 7, 2023, by and among the Company and Cantor Fitzgerald & Co., as representative of the underwriters. The Shares will be offered and sold pursuant to the Company’s effective Registration Statement on Form S-3 (File No. 333-270671) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 17, 2023 under the Securities Act of 1933, as amended (the “Securities Act”), relating to the sale of the Shares as set forth in a prospectus supplement, dated June 7, 2023 (the “Prospectus Supplement”), supplementing the prospectus dated May 5, 2023 (the “Base Prospectus” and together with the Prospectus Supplement, the “Prospectus”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K in connection with the Registration Statement.

 

In our capacity as such counsel, we have examined originals or copies of those corporate and other records, documents, and agreements we considered appropriate, including the Company’s certificate of incorporation and bylaws (as amended to date), the Registration Statement, and the Prospectus. As to relevant factual matters, we have relied upon, among other things, factual representations we have received from the Company. In addition, we have obtained and relied upon those certificates of public officials we considered appropriate.

 

We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity with originals of all documents submitted to us as copies.

 

On the basis of such examination, our reliance upon the assumptions in this opinion and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that the Shares, when issued and sold in accordance with the Registration Statement and the Prospectus, will by validly issued, fully paid and non-assessable.

 

The law covered by this opinion is limited to the present Delaware General Corporation Law and the present federal law of the United States. We express no opinion as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations, or requirements of any county, municipality, subdivision, or local authority of any jurisdiction.

 

Very truly yours,

 

/s/ Thompson Hine LLP

 

Thompson Hine LLP

 

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