Exhibit 5.2
October 1, 2025
Alpha Cognition Inc.
1452 Hughes Rd., Ste 200
Grapevine, Texas 76051
Re: | Registration Statement on Form S-3 (File No. 333-289792) |
Ladies and Gentlemen:
We have acted as United States counsel to Alpha Cognition Inc., a company incorporated under the laws of British Columbia, Canada (the “Company”), in a public offering pursuant to the Registration Statement on Form S-3, which was declared effective on August 29, 2025 by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”) (File No. 333-289792), as supplemented by a final prospectus supplement, dated September 30, 2025, including the accompanying base prospectus (the “Prospectus Supplement”). The Prospectus Supplement relates to the offer and sale of up to 5,491,516 common shares, with no par value (the “Common Shares”), which includes 840,000 Common Shares that may be sold pursuant to the exercise of an option to purchase additional shares, and pre-funded warrants to purchase up to 948,484 Common Shares (the “Pre-Funded Warrants”).
We have examined such documents and have reviewed such questions of law as we have considered necessary or appropriate for the purposes of our opinions set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons. As to questions of fact material to our opinions, we have relied upon certificates or comparable documents of officers and other representatives of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Pre-Funded Warrants, when duly executed by the Company and duly delivered to the purchasers thereof against payment therefor as described in the Prospectus Supplement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
(a) Our opinion set forth above is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws).
(b) Our opinion set forth above is subject to the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law.
(c) Our opinion set forth above is subject to limitations regarding the availability of indemnification and contribution where such indemnification or contribution may be limited by applicable law or the application of principles of public policy.
(d) We express no opinion as to the enforceability of (i) provisions that relate to choice of law, forum selection or submission to jurisdiction (including, without limitation, any express or implied waiver of any objection to venue in any court or of any objection that a court is an inconvenient forum) to the extent that the validity, binding effect or enforceability of any such provision is to be determined by any court other than a state court of the State of New York, (ii) waivers by the Company of any statutory or constitutional rights or remedies, (iii) terms which excuse any person or entity from liability for, or require the Company to indemnify such person or entity against, such person’s or entity’s negligence or willful misconduct or (iv) obligations to pay any prepayment premium, default interest rate, early termination fee or other form of liquidated damages, if the payment of such premium, interest rate, fee or damages may be construed as unreasonable in relation to actual damages or disproportionate to actual damages suffered as a result of such prepayment, default or termination.
(e) We draw your attention to the fact that, under certain circumstances, the enforceability of terms to the effect that provisions may not be waived or modified except in writing may be limited.
(f) We call to your attention that the opinions stated herein are subject to possible judicial action giving effect to governmental actions or laws of jurisdictions other than those with respect to which we express our opinion.
Our opinions expressed above are limited to the laws of the State of New York.
We hereby consent to the filing of this opinion as Exhibit 5.2 to the Current Report on Form 8-K for incorporation by reference into the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Act, and to the reference to our firm under the heading “Legal Matters” in the Prospectus Supplement constituting a part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours, | |
/s/ Dorsey & Whitney LLP |