Exhibit 5.1

 

 

June 16, 2023

 

Enzo Biochem, Inc.

81 Executive Blvd., Suite 3

Farmingdale, NY 11735

 

Re: Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel to Enzo Biochem, Inc., a New York corporation (the “Company”), in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s Registration Statement on Form S-3 on June 16, 2023 (the “Registration Statement”), relating to the resale from time to time by certain selling stockholders of the Company of up to 3,527,808 shares of common stock, par value $0.001 per share, of the Company (the “Shares”) issuable (i) upon the exercise of 1,000,000 warrants (“Warrants”) and (ii) upon the conversion of 2,527,808 debentures (“Debentures”).

 

In rendering the opinion set forth herein, we have examined the originals, or photostatic or certified copies, of: (i) the Certificate of Incorporation and Bylaws of the Company, (ii) the Registration Statement and all exhibits thereto, and (iii) such other records, documents and instruments as we deemed relevant and necessary for purposes of the opinion stated herein.

 

In making the foregoing examination we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies, and the authenticity of the originals of such copies. We have assumed that the number of shares of Common Stock when issued upon exercise of the Warrants and conversion of the Debentures shall, when combined with the number of authorized shares of Common Stock outstanding or otherwise reserved for issuance, be less than the number of shares of Common Stock authorized pursuant to the Certificate of Incorporation. As to all questions of fact material to this opinion, where such facts have not been independently established, we have relied, to the extent we have deemed reasonably appropriate, upon representations or certificates of officers of the Company or governmental officials.

 

We do not express any opinion herein concerning any law other than the laws of the State of New York and the General Corporation Law of the State of Delaware.

 

Based upon the foregoing, and subject to the qualifications, assumptions, limitations and exceptions stated herein, we are of the opinion that (i) the Shares issuable upon exercise of the Warrants, have been duly authorized and when paid for and issued pursuant to the terms of the Certificate of Incorporation and the Warrants, will be validly issued, fully paid and nonassessable, and, (ii) the Shares issuable upon conversion of the Debentures, have been duly authorized and when issued pursuant to the terms of the Certificate of Incorporation and the Debentures, will be validly issued and non-assessable.

 

This opinion speaks only as of the date hereof. We expressly disclaim any responsibility to advise you of any development or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion that might affect the opinions expressed therein.

 

We hereby consent to the filing of this opinion to the Registration Statement. We hereby also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. We do not admit in providing such consent that we are included within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Commission thereunder.

 

Sincerely,  
   
/s/ McDermott Will & Emery LLP