Wyrick Robbins Yates & Ponton LLP
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607
January 29, 2021
Board of Directors
Citius Pharmaceuticals, Inc.
11 Commerce Drive, 1st Floor
Cranford, NJ 07016
Ladies and Gentlemen:
We have acted as counsel to Citius Pharmaceuticals, Inc., a Nevada corporation (the “Company”), in connection with a registration statement on Form S-3 (the “Registration Statement”) filed on the date hereof with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”) to register for resale (i) an aggregate of 15,455,960 shares of the Company’s common stock, $0.001 par value per share, held by the selling stockholders (the “Shares”), and (ii) an aggregate of 8,809,897 shares issuable from time to time upon exercise of warrants held by the selling stockholders (collectively, the “Warrant Shares”). The Shares and the Warrant Shares may be resold as set forth in the Registration Statement, any amendment thereto, and the prospectus contained therein filed pursuant to the rules and regulations promulgated under the Act.
This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.
In connection with the foregoing, we have relied upon, among other things, our examination of such documents, records of the Company and certificates of its officers and public officials as we deemed necessary for purposes of the opinions expressed below. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original of all documents submitted to us as copies thereof.
Based upon the foregoing, we are of the opinion that (i) the Shares and the Warrant Shares have been duly authorized for issuance, (ii) the Shares are duly authorized, validly issued, fully paid and non-assessable, and (iii) when the Warrant Shares have been sold and issued as described in the Registration Statement and in accordance with the terms of the Warrants, will be duly authorized, validly issued, fully paid and non-assessable.
This opinion is limited to the existing applicable Nevada Revised Statutes and applicable judicial decisions interpreting these laws. We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement and reference to our firm under the heading “Legal Matters” in the prospectus included therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations promulgated thereunder by the Commission.
Very truly yours,
/s/ Wyrick Robbins Yates & Ponton LLP