Initial registration statement for securities to be offered to employees pursuant to employee benefit plans


Exhibit 5.1


X:\TopVin\2018\01 Jan\23 Jan\Shift II\tv483846 - Ekso Bionics Holdings, Inc._S-8\Draft\03-Production


January 23, 2018



Ekso Bionics Holdings, Inc.

1414 Harbour Way South

Suite 1201
Richmond, California 94804


Re:  Registration Statement on Form S-8


Ladies and Gentlemen:


We have acted as counsel to Ekso Bionics Holdings, Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-8 (as the same may be amended, the “Registration Statement”), filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”), relating to up to 500,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), that may be issued under the Ekso Bionics Holdings, Inc. 2017 Employee Stock Purchase Plan (the “ESPP”) and up to 225,000 shares of Common Stock that may be issued to the Ekso Bionics 401(k) Plan (the “401(k) Plan”), or its beneficiaries, as employer matching contributions.


We have examined such documents and made such other investigation as we have deemed appropriate to render the opinions set forth below. As to matters of fact material to our opinions, we have relied, without independent verification, on certificates and other inquiries of officers of the Company. We have also relied on certificates of public officials.


Based upon and subject to the foregoing, we are of the opinion that the shares of Common Stock to be issued under the ESPP and the shares of Common Stock to be issued to the 401(k) Plan have been duly authorized and, when issued, delivered, and paid for in accordance with the ESPP or the 401(k) Plan, as applicable, the Registration Statement and the related prospectus, will be validly issued, fully paid and nonassessable.


We express no opinion as to the laws of any jurisdiction other than the Federal laws of the United States of America, the internal laws of the Commonwealth of Massachusetts, and the general corporate law of the State of Nevada as set forth in Chapter 78 of the Nevada Revised Statutes.


This opinion letter shall be interpreted in accordance with the Legal Opinion Principles issued by the Committee on Legal Opinions of the American Bar Association’s Business Law Section as published in 53 Bus. Law. 831 (May 1998).


We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the use of our name therein and in the related prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby 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 of the Securities and Exchange.


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January 23, 2018

Page 2


  Very truly yours,
  /s/ Nutter, McClennen & Fish, LLP