Exhibit 5.1
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July 22, 2025 | | |
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ProMIS Neurosciences Inc. Suite 200, 1920 Yonge Street Toronto, Ontario M4S 3E2 | | |
Attention: Board of Directors
RE: | ProMIS Neurosciences Inc. – Registration Statement on Form S-3 and Prospectus Supplement |
We have acted as local counsel in the Province of Ontario (the “Province”), Canada to ProMIS Neurosciences Inc. (the “Corporation”), in connection with the sale by the Corporation of pre-funded warrants (“Offered Securities”) to purchase 984,736 common shares, no par value per share (the “Common Shares”) of the Corporation pursuant to a securities purchase agreement, dated July 22, 2025 (the “Agreement”), between certain investors and the Corporation.
The Corporation filed a Registration Statement on Form S-3 (File No. 333-274658) with the Securities and Exchange Commission (the “Commission”) on September 22, 2023, as amended, in the form in which it became effective on September 29, 2023. The Registration Statement contains the form of prospectus as supplemented by the prospectus supplement dated as of July 22, 2025 and filed with the Commission on July 22, 2025 (the “Prospectus”), pursuant to Rule 424(b) under the Securities Act of 1933 (the “Act”).
We are solicitors qualified to practice law in the Province of Ontario. The opinions hereinafter expressed are based on the laws of the Province of Ontario and the federal laws of Canada applicable therein, in each case as in effect on the date hereof. We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Province of Ontario and the federal laws of Canada applicable therein. We have no obligation to update this opinion.
As counsel for the Corporation, we have reviewed the Agreement, the Registration Statement and the Prospectus. In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion and we are familiar with the proceedings taken and proposed to be taken by the Corporation in connection with the authorization, issuance and sale of the Offered Securities. 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 originals of all documents submitted to us as copies.
Based upon the foregoing, and subject to the foregoing qualifications, assumptions and limitations, we are of the opinion that the Common Shares underlying the Offered Securities have been duly authorized for issuance and, when issued and paid for in accordance with the terms set forth in the Agreement, will be validly issued, fully paid and non-assessable shares in the capital of the Corporation.
Our opinion expressed above is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any laws except the Business Corporations Act (Ontario).