Exhibit 5.1

 

				Reinhart Boerner Van Deuren s.c. P.O. Box 2965 Milwaukee, WI 53201-2965   1000 North Water Street Suite 1700 Milwaukee, WI 53202   Telephone: 414-298-1000 Facsimile: 414-298-8097 reinhartlaw.com

September 27, 2018

Veru Inc.

4400 Biscayne Blvd., Suite 888

Miami, FL 33137

Ladies and Gentlemen:

We are acting as counsel to Veru Inc., a Wisconsin corporation (the “Company”), in connection with the proposed issuance and sale of up to 8,214,285 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), all of which Shares are to be sold by the Company pursuant to the Company’s effective registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on October 25, 2017, as declared effective by the Commission on November 14, 2017 (File No. 333-221120) (the “Registration Statement”), a base prospectus dated November 14, 2017 (the “Base Prospectus”), and a prospectus supplement dated September 27, 2018 (the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”). The Shares are being sold pursuant to an Underwriting Agreement, dated September 27, 2018, by and between the Company and Cantor Fitzgerald & Co., acting as representative of the several underwriters named in Schedule A thereto (the “Agreement”). This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

In rendering this opinion we have, with your permission, relied on an officer’s certificate as to certain factual matters (the “Officer’s Certificate”). In rendering this opinion we have, with your permission, assumed without investigation, verification or inquiry that all signatures on the documents reviewed by us are genuine; the copies of all documents submitted to us are accurate and complete; each such document that is original is authentic and each such document that is a copy conforms to an authentic original.

The opinions expressed herein are limited to the laws of the State of Wisconsin in effect on the date hereof as they presently apply and we express no opinion herein as to the laws of any other jurisdiction. These opinions are given as of the date hereof, they are intended to apply only to those facts and circumstances that exist as of the date hereof, and we assume no obligation or responsibility to update or supplement these opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in laws that may hereafter occur, or to inform the addressees of any change in circumstances occurring after the date hereof that would alter the opinions rendered herein.

Milwaukee, WI • Madison, WI • Waukesha, WI • Rockford, IL • Chicago, IL • Phoenix, AZ • Denver, CO

Veru Inc.

September 27, 2018

Page 2

 

Based upon, subject to and limited by the foregoing, we are of the opinion that following (i) issuance of the Shares pursuant to the terms of the Agreement and (ii) receipt by the Company of the consideration for the Shares specified in the resolutions of the Pricing Committee of the Board of Directors, the Shares will be validly issued, fully paid, and nonassessable.

We hereby consent to the filing of this letter as an Exhibit to the Company’s Current Report on Form 8-K on the date hereof, which Form 8-K will be incorporated by reference into the Registration Statement and the Prospectus, and to all references to our firm included in or made a part of the Prospectus. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Act or within the category of persons whose consent is required by Section 7 of the Act.