EX-5.1 3 ea021089301ex5-1_citius.htm LEGEL OPINION

Exhibit 5.1

August 12, 2024

Board of Directors

Citius Pharmaceuticals, Inc.

11 Commerce Drive, First Floor

Cranford, New Jersey 07016

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the proposed offer and sale by Citius Pharmaceuticals, Inc., a Nevada corporation (the “Registrant”), of up to an aggregate of $50 million of shares of the Company’s common stock, par value $0.001 per share (the “Shares”), pursuant to a Registration Statement on Form S-3 (File No. 333-277319) (the “Registration Statement”), which was filed under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “SEC”) on February 23, 2024, and declared effective by the SEC on March 1, 2024, and the prospectus supplement relating to the proposed offer and sale of the Shares filed with the SEC on August 12, 2024 pursuant to Rule 424(b) of the rules and regulations under the Securities Act (the “Prospectus Supplement”). We understand that the Shares are proposed to be offered and sold by the Company through H.C. Wainwright & Co., LLC as sales agent (the “Agent”), pursuant to that certain At The Market Offering Agreement, dated as of August 12, 2024, by and between the Company and the Agent (the “ATM Agreement”).

In connection with the preparation of this opinion, we have examined the Registration Statement and the Prospectus Supplement and such documents and considered such questions of law as we have deemed necessary or appropriate. We have assumed the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the genuineness of all signatures. As to questions of fact material to our opinions, we have relied upon the representations in the ATM Agreement and of certain officers of the Company without independent investigation or verification.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold in the manner described in the ATM Agreement and in accordance with the Registration Statement and the Prospectus Supplement, will be validly issued, fully paid and non-assessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the prospectus constituting a part thereof, and the Prospectus Supplement and any amendments thereto. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the SEC.

| Sincerely,
| /s/ Wyrick Robbins Yates & Ponton LLP