Wyrick Robbins Yates & Ponton LLP
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607
February 19, 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 the issuance and sale of up to an aggregate of 50,830,566 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), warrants to purchase up to an aggregate of 25,415,283 shares of Common Stock (the “Warrants”) and an aggregate of 25,415,283 shares of Common Stock issuable upon the exercise of the Warrants (the “Warrant Shares”), pursuant to the registration statement on Form S-3 (Registration Statement No. 333-248748), as filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), as declared effective by the Commission on September 25, 2020 (the “Shelf Registration Statement”), and the related registration statement (File No. 333-253179) filed pursuant to Rule 462(b) promulgated under the Securities Act on February 16, 2021 (the “Related Registration Statement,” and together with the Shelf Registration Statement, as it may be amended from time to time, the “Registration Statement”), together with the exhibits to the Registration Statement and the documents incorporated by reference therein and the related base prospectus which forms a part of and is included in the Registration Statement and the related prospectus supplement in the form filed with the Commission pursuant to Rule 424(b) under the Act (together, the “Prospectus”).
The Common Shares and the Warrants are to be sold by the Company with the participation of a sales agent pursuant to a securities purchase agreement entered into by the Company and certain institutional and accredited investors signatory thereto (the “Securities Purchase Agreement”).
In connection with this opinion, we have examined and relied upon the Registration Statement and the Prospectus, the Company’s Amended and Restated Certificate of Incorporation, as amended to date, the Company’s Amended and Restated Bylaws, as amended to date, the form of Securities Purchase Agreement, and such instruments, documents, certificates and records that we have deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed; and (iv) the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
Based upon the foregoing, we are of the opinion that (i) the Shares, when issued and sold in accordance with the Securities Purchase Agreement, the Registration Statement and the Prospectus, will be duly authorized, validly issued, fully paid and non-assessable, (ii) the Warrants, when issued and sold in accordance with the Securities Purchase Agreement, the Registration Statement and the Prospectus, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance, and (iii) when the Warrant Shares are issued and paid for in accordance with the terms and conditions of the Purchase Agreement and the Warrants and issued and sold in accordance with the Registration Statement and the Prospectus, the Warrant Shares will be duly authorized, validly issued, fully paid and non-assessable.
This opinion is limited to current federal laws of the United States and laws of the state of Nevada, including the statutory provisions and reported judicial decisions interpreting these laws.
We hereby consent to the use of our name wherever it appears in the Registration Statement and the Prospectus, and in any amendment or supplement thereto, the filing of this opinion as an exhibit to a current report on Form 8-K of the Company and the incorporation by reference of this opinion in the Registration Statement.
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 Securities Act or the rules and regulations promulgated thereunder by the Commission.
Very truly yours,
/s/ Wyrick Robbins Yates & Ponton LLP