Exhibit 5.1

 

Osler, Hoskin & Harcourt llp

Suite 3000, Bentall Four

1055 Dunsmuir Street

Vancouver, British Columbia, Canada  V7X 1K8

778.785.3000  main

778.785.2745  facsimile

 

 

October 17, 2024    

 


Mind Medicine (MindMed) Inc.

One World Trade Center

Suite 8500

New York, New York

10007

 

Dear Sirs/Mesdames:

 

Re: Mind Medicine (MindMed) Inc. – Prospectus Supplement Relating to Registration Statement on Form S-3

 

We have acted as Canadian counsel to Mind Medicine (MindMed) Inc., a British Columbia company (the “Company”), in connection with the proposed offering and resale by Commodore Capital Master LP and Deep Track Biotechnology Master Fund, LTD, together with their pledgees, assignees, donees, transferees or other successors-in-interest, of up to 8,000,000 common shares, without par value, of the Company (the “Shares”) issuable upon the exercise of certain pre-funded warrants of the Company (the “Pre-Funded Warrants”), pursuant to a Registration Statement on Form S-3 (file number 333-280548) (the “Registration Statement”) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on June 28, 2024 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), the base prospectus included in the Registration Statement (the “Base Prospectus”), and the prospectus supplement related to the Shares filed on October 17, 2024 with the SEC pursuant to Rule 424(b) of the Securities Act (the “Prospectus Supplement”, and, together with the Base Prospectus, the “Prospectus”). The Pre-Funded Warrants are issued and outstanding pursuant to a warrant exchange agreement dated October 17, 2024 by and between the Company, Commodore Capital Master LP and Deep Track Biotechnology Master Fund, LTD (the “Exchange Agreement”).

 

We have examined the Registration Statement, the Prospectus, the Exchange Agreement and all such corporate and public records, statutes and regulations and have made such investigations and have reviewed such other documents as we have deemed relevant and necessary and have considered such questions of law as we have considered relevant and necessary in order to give the opinions hereinafter set forth. As to various questions of fact material to such opinions which were not independently established, we have relied upon a certificate of an officer of the Company.

 

 

 

 

 

 

Page 2

 

We are qualified to practice law in the Province of British Columbia and these opinions are rendered solely with respect to the Province of British Columbia and the federal laws of Canada applicable in the Province of British Columbia.

 

We have also assumed (a) the legal capacity of all individuals, the genuineness of all signatures, the veracity of the information contained therein, the authenticity of all documents submitted to us as originals and the conformity to authentic or original documents of all documents submitted to us as certified, conformed, electronic, photostatic or facsimile copies and (b) the completeness, truth and accuracy of all facts set forth in the official public records, certificates and documents supplied by public officials or otherwise conveyed to us by public officials.

 

Where our opinion expressed herein refers to the Shares having been issued as being “fully paid and non-assessable” common shares of the Company, such opinion assumes that all required consideration (in whatever form) has been paid or provided. No opinion is expressed as to the adequacy of any consideration received.

 

On the basis of the foregoing and subject to the qualifications hereinafter expressed, we are of the opinion that the Shares, when issued upon exercise of the Pre-Funded Warrants in accordance with the terms and conditions thereof, will be validly issued, fully paid and non-assessable.

 

Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein.

 

We consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed by the Company with the SEC for incorporation by reference into the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus.

 

Yours very truly,

 

(signed) Osler, Hoskin & Harcourt LLP

 

Osler, Hoskin & Harcourt LLP