Current report filing

Exhibit 5.2

 

 

425 Market Street
San Francisco
California 94105-2482

 

Telephone: 415.268.7000

Facsimile: 415.268.7522

 

www.mofo.com

 

morrison foerster llp

 

beijing, berlin, boston,
brussels, denver, hong kong,
london, los angeles, new york,
northern virginia, palo alto,
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singapore, tokyo, washington, d.c

 

May 24, 2019

 

Ekso Bionics Holdings, Inc.

1414 Harbour Way South, Suite 1201

Richmond, California 94804

 

Re: Issuance and Sale of up to 6,666,667 Shares of Common Stock, and warrants to purchase up to 6,666,667 Shares of Common Stock, of Ekso Bionics Holdings, Inc.

Ladies and Gentlemen:

 

We are acting as counsel to Ekso Bionics Holdings, Inc., a Nevada corporation (the “Company”), in connection with the issuance and sale of up to 6,666,667 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), warrants to purchase up to 6,666,667 shares of Common Stock (the “Warrants”), and up to 6,666,667 shares of Common Stock issuable pursuant to the exercise of the Warrants (such shares, together with the Common Stock and the Warrants, the “Securities”), pursuant to a Registration Statement on Form S-3 (File No. 333-218517) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), and declared effective by the Commission on June 16, 2017, the related prospectus included therein (the “Base Prospectus”), and the prospectus supplement dated May 22, 2019 filed with the Commission pursuant to Rule 424(b)(5) promulgated under the Act (the “Prospectus Supplement”). The Base Prospectus and the Prospectus Supplement are collectively referred to as the “Prospectus.” The Securities are to be sold by the Company pursuant to an underwriting agreement dated May 22, 2019 (the “Underwriting Agreement”) entered into by and between the Company and Cantor Fitzgerald & Co. and SunTrust Robinson Humphrey, Inc. on behalf of themselves and as representative to the several underwriters to be named therein, and in the manner described in the Prospectus.

 

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) certain resolutions of the Board of Directors of the Company (the “Board”) and the Financing Committee of the Board, relating to the issuance, sale and registration of the Securities, (ii) the Registration Statement; (iii) the Prospectus (iii) the form of Warrants; and (v) the Underwriting Agreement. In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of certain other corporate records, documents, instruments and certificates of public officials and of the Company, and we have made such inquiries of officers of the Company and public officials and considered such questions of law as we have deemed necessary for purposes of rendering the opinions set forth herein.  Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.  As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought to independently verify such matters.

 

In rendering our opinion set forth below, we have assumed that (i) each document submitted to us is accurate and complete; (ii) each such document that is an original is authentic; (iii) each such document that is a copy conforms to an authentic original; and (iv) all signatures (other than signatures on behalf of the Company) on each such document are genuine. We have further assumed the legal capacity of natural persons, and we have assumed that each party to the documents we have examined or relied on (other than the Company) has the legal capacity or authority and has satisfied all legal requirements that are applicable to that party to the extent necessary to make such documents enforceable against that party.

 

Based upon, subject to and limited by the foregoing, we are of the opinion that the Warrants, when issued as set forth in the Prospectus, will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally and subject to general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity), limitations on the availability of equitable relief, including specific performance, and implied covenants of good faith and fair dealing.

 

 

 

 

 

425 Market Street
San Francisco
California 94105-2482

 

Telephone: 415.268.7000

Facsimile: 415.268.7522

 

www.mofo.com

 

morrison foerster llp

 

beijing, berlin, boston,
brussels, denver, hong kong,
london, los angeles, new york,
northern virginia, palo alto,
san diego, san francisco, shanghai,
singapore, tokyo, washington, d.c

 

 

We express no opinion as to matters governed by any laws other than the laws of the State of New York and the federal laws of the United States of America, as in effect on the date hereof.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus Supplement. In giving such permission, we do not admit hereby that we come within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission thereunder. This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.

 

Very truly yours,

 

/s/ Morrison & Foerster LLP

 

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