Exhibit 5.1
March 4, 2024
BioVie Inc.
680 West Nye Lane, Suite201
Carson City, Nevada 489703
Ladies and Gentlemen:
We have acted as special Nevada
counsel to BioVie Inc., a Nevada corporation (the “Company”), in connection with the issuance and sale by the Company of (a)
up to 15,000,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common
Stock”); (b) up to 6,000,000 pre-funded warrants (the “Pre-Funded Warrants”) to purchase an equal number of shares of
Common Stock (the “Pre-Funded Warrant Shares”) with an exercise price equal to $0.0001 per share; and (c) up to 10,500,000
common stock purchase warrants (the “Common Warrants”) to purchase an equal number of shares of Common Stock (the “Common
Warrant Shares”) with an exercise price equal to $1.50 per share. The Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares,
the Common Warrants, and the Common Warrant Shares are collectively referred to herein as the “Securities.” The Securities
are being offered, sold, and issued under the terms of a Placement Agency Agreement dated March 4, 2024 (the “Placement Agreement”)
by and between the Company and ThinkEquity LLC, acting as the exclusive placement agent.
The Securities are being registered
under a Registration Statement on Form S-3 (File No. 333-274083) (the “Registration Statement”) filed with the Securities
and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”),
including the base prospectus forming a part of such Registration Statement dated August 28, 2023 (the “Base Prospectus”),
and the prospectus supplement thereto dated March 4, 2024 (the “Prospectus Supplement” and together with the Base Prospectus,
the “Prospectus”).
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March 4, 2024
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For purposes of these opinions,
we have examined originals or copies, certified or otherwise identified to our satisfaction, of:
(a) the
Registration Statement;
(b) the
Prospectus;
(c) the
Placement Agreement;
(d) form
of Pre-Funded Common Stock Purchase Warrant;
(e) form
of Common Warrant;
(f) the
Company’s Current Report on Form 8-K/A to be filed with the Commission on the date hereof;
(g) resolutions
of the Board of Directors and such other matters as relevant related to the (i) approval of the Placement Agreement and authorization
of the Company to execute, deliver, and perform its obligations under the Placement Agreement, (ii) issuance and the registration of the
Securities under the Securities Act, and (iii) such other matters as relevant; and
(h) originals
or copies, certified or otherwise identified to our satisfaction, of the Company’s charter documents and other corporate records
of the Company, certificates, and forms of agreements and instruments as relevant related to the issuance and the registration of the
Securities under the Securities Act as we have deemed necessary or appropriate as a basis for the opinions set forth herein.
We have also examined such other
corporate charter documents, records, certificates, and instruments as we deem necessary or advisable to render the opinions set forth
herein.
In our examination, we have assumed:
(a) the
legal capacity of all natural persons executing the documents;
(b)
the genuineness of all signatures on the documents;
(c) the
authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us
as copies;
(d) that
the parties to such documents, other than the Company, have the power, corporate or other, to enter into and perform all obligations thereunder;
(e) that
the Placement Agreement is enforceable in accordance with its terms;
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March 4, 2024
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(f) other
than with respect to the Company, the due authorization by all requisite action, corporate or other, of the execution, delivery and performance
by all parties of the documents;
(g) that
each of the documents is a valid and binding obligation of the parties thereto in accordance with its terms.
The opinions set forth below are
also subject to the further qualification that the enforcement of any agreements or instruments referenced herein and to which the Company
is a party may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’
rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or
at law).
As to certain factual matters,
we have relied on certificates of public officials and the factual representations set forth in the Placement Agreement.
Based on the foregoing and in reliance
thereon, and subject to the assumptions, limitations, and qualifications set forth herein, we are of the opinion that:
(a) the
Shares have been duly authorized, and when issued against payment in accordance with the terms of the Placement Agreement, will be validly
issued, fully paid, and nonassessable;
(b) the
Pre-Funded Warrant Shares have been duly authorized, and when issued upon exercise of the Pre-Funded Warrants in accordance with the terms
thereof and the Company’s charter documents, including, without limitation, the payment in full of the applicable consideration,
will be validly issued, fully paid, and non-assessable; and
(c) the
Common Warrant Shares have been duly authorized, and when issued upon exercise of the Common Warrants in accordance with the terms thereof
and the Company’s charter documents, including without limitation, the payment in full of the applicable consideration, will be
validly issued, fully paid, and non-assessable.
The opinions expressed herein are
limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We disclaim
any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or any changes in applicable law that may
come to our attention after the date hereof.
While certain members of this firm
are admitted to practice in certain jurisdictions other than Nevada, in rendering the foregoing opinions we have not examined the laws
of any jurisdiction other than Nevada. Accordingly, the opinions we express herein are limited to matters involving the laws of the State
of Nevada, excluding securities laws of the State of Nevada as to which we express no opinion. We express no opinion regarding the effect
of the laws of any other jurisdiction or state, including any federal securities laws related to the issuance and sale of the Securities.
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We hereby consent to the use of
this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption “Legal Matters”
in the Prospectus Supplement. In giving the foregoing 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 Commission thereunder.
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Very truly yours, |
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/s/ Sherman & Howard L.L.C. |
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SHERMAN & HOWARD L.L.C. |