September 30, 2020
1111 Main Street, Suite 660
Vancouver, Washington 98660
Registration Statement on Form S-8 for the CytoDyn Inc. 2012 Amended and Restated Equity Incentive Plan
Ladies and Gentlemen:
I am the General Counsel of CytoDyn Inc. (the Company), a Delaware corporation, and as such have acted as counsel to the Company in connection with the preparation of this Registration Statement on Form S-8 (the Registration Statement) under the Securities Act of 1933, as amended (the Act), which is being filed with the Securities and Exchange Commission with respect to up to 25,000,000 shares of common stock, $0.001 par value per share, of the Company (the Shares), which may be issued pursuant to the CytoDyn Inc. Amended and Restated 2012 Equity Incentive Plan (the Plan).
I have examined the Registration Statement, the Plan and such documents and records of the Company, and I have made such inquiries of such officers and representatives, as I have deemed necessary or appropriate for the purposes of this opinion. In such examination, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals, the conformity of original documents of all documents submitted to me as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions that have not been independently established, I have relied upon certificates or comparable documents of officers and representatives of the Company.
Based upon and subject to the foregoing, I am of the opinion that any Shares issued by the Company pursuant to the Plan, upon registration by its registrar of such Shares and the due authorization and issuance thereof by the Company in accordance with the terms of the Plan and Delaware law, and the receipt of consideration for such Shares in accordance with the terms of the Plan, will be legally issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to my name under the heading Interests of Named Experts and Counsel contained in the Registration Statement. In giving such consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Act.
|Very truly yours,|
|/s/ Arian Colachis|
|VP, General Counsel and Corporate Secretary|
CytoDyn Inc. 1111 Main Street, Suite 660, Vancouver, Washington 98660 T 360.980.8524 F 360.799.5954