Exhibit 5.1
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ArentFox Schiff LLP 1717 K Street NW Washing, DC 20006
202.857.6000 main 202.857.6395 fax
afslaw.com |
August 8, 2025
Board of Directors
626 Bancroft Way
Suite A
Berkeley, CA 94710
Re: | Registration Statement on Form S-1 |
Ladies and Gentlemen:
We have acted as counsel to Profusa, Inc., a California corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933 (the “Act”). The Registration Statement relates to the offer and resale by Ascent Partners Fund LLC (the “Selling Stockholder”) of up to 8,070,830 shares (the “Purchase Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) that the Company may elect, in its sole discretion to issue and sell to the Selling Stockholder from time to time after the effective date of the Registration Statement, including the related prospectus contained therein and forming a part thereof (the “Prospectus”), pursuant to and subject to the satisfaction of the conditions contained in the purchase agreement between the Company and the Selling Stockholder, dated as of July 28, 2025 (the “Purchase Agreement”) and (ii) 900,000 shares of Common Stock (the “Commitment Warrant Shares”) issuable upon exercise of the warrants (the “Commitment Warrant”) the Company issued to the Selling Stockholder pursuant to the term sheet relating to the Purchase Agreement on July 20, 2025, as consideration for the commitment of the Selling Stockholder to purchase shares of Common Stock at the election of the Company pursuant to the Purchase Agreement, in each case as described in the Prospectus.
In connection with our opinion, we have examined (i) the Third Amended and Restated Articles of Incorporation of the Company in the form filed as Exhibit 3.1 to the Registration Statement, as filed with the Secretary of State of the State of California on April 30, 2018; (ii) the Bylaws of the Company in the form filed as Exhibit 3.2 to the Registration Statement, as filed with the Commission on August 7, 2025; (iii) the Purchase Agreement; (iv) the Registration Rights Agreement, between the Company and the Selling Stockholder dated as of July 28, 2025 (the “Registration Rights Agreement”) in the form filed as Exhibit 10.20 to the Registration Statement; (v) the Commitment Warrant, (vi) the Registration Statement, including the exhibits thereto, and such other documents, corporate records and instruments, and have examined such laws and regulations, as we have deemed necessary for the purposes of this opinion. In making our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies and the legal capacity of all natural persons. As to matters of fact material to our opinions in this letter, we have relied on certificates and statements from officers and other employees of the Company, public officials and other appropriate persons.
Based on the foregoing and subject to the qualifications set forth below, we are of the opinion that:
1. | The Commitment Warrant Shares, when issued by the Company in the circumstances contemplated by the Commitment Warrant, will have been duly authorized by all necessary corporate action of the Company, and will be validly issued, fully paid and non-assessable; and |
2. | The Purchase Shares, when sold and issued against payment therefor in accordance with the Purchase Agreement, will be duly authorized, validly issued, fully paid and nonassessable. |
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August 8, 2025 Page 2 |
The foregoing opinions are limited to the Corporations Code of the State of California, including all California statutes and all California court decisions that affect the interpretation of such Corporations Code, as of the date hereof. This opinion is rendered pursuant to Item 601(b)(5)(i) of Regulation S-K under the Act.
The opinions expressed in this opinion letter are as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that date, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may come to our attention after that date or any changes in law that may occur or become effective after that date. The opinions herein are limited to the matters expressly set forth in this opinion letter, and no opinion or representation is given or may be inferred beyond the opinions expressly set forth in this opinion letter.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the use of this firm’s name under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours, | |
/s/ ArentFox Schiff LLP |