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附件5.1

美洲大道1095號 紐約，紐約州，郵編：10036-6797 +1-212-698-3500 +1-212-698-3599傳真 www.dechert.com

2024年4月3日

女士們、先生們：

我們曾擔任美國特拉華州公司(以下簡稱“本公司”)Aqutive Treeutics，Inc.的法律顧問，涉及本公司準備和提交一份採用S-3表格的註冊聲明(“註冊聲明”)，該註冊聲明於今天根據修訂後的1933年證券法(“證券法”)提交給美國證券交易委員會(“委員會”)，涉及本公司建議的公開發行股票，總金額最高可達$250,000,000,000本公司的以下證券：(1)普通股，公司每股票面價值0.001美元(“普通股”)；(2)公司的優先股，每股面值0.001美元的股份(“優先股”)；(3)公司購買普通股、優先股、債務證券或單位的認股權證(“認股權證”)(“認股權證”)；(4)將根據 公司與其中指定的受託人(“受託人”)之間的契約發行的債務證券(“受託人”)(該契約可不時修訂或補充，稱為“契約”)；(5)公司購買普通股、優先股、債務證券或單位的權利(“權利”)；及(6)由普通股、優先股、認股權證、債務證券或權利(“單位”)的任何組合組成的公司單位。普通股、優先股、認股權證、債務證券、權利和單位在本文中統稱為證券。

註冊説明書規定，該等證券可按招股説明書(載於註冊説明書及構成註冊説明書的一部分)所載招股説明書所載的金額、價格及條款，或於註冊説明書所載的招股説明書的一份或多份副刊(每份為“招股説明書副刊”)內分別發售或一併發售。

本意見書是根據證券法S-K條例第601(B)(5)項的要求向本公司提交的，本意見書並未就任何與註冊聲明內容有關的事項發表意見，但對下文所述證券的有效性除外。

Aqutive Treeutics，Inc.
2024年4月3日
第2頁

至於本意見所依據的事實，吾等在其認為適當的範圍內依賴公職人員的證書及本公司的代理人、高級人員、董事、僱員及代表及會計師的書面聲明，並在這方面假設該等證書及聲明的真實性。我們沒有獨立地確立如此依賴的事實。

在我們的審查中，我們假設所有簽名的真實性、所有提交給我們的文件作為原始文件的真實性、作為副本提交給我們的所有文件與原始文件的一致性 、作為我們檢查的文件的簽字人的自然人的法律行為能力以及代表所有文件各方(公司除外)簽名的所有人的法律權力和權威。我們 進一步假設，我們用來構成以下意見基礎的任何協議、文件或文書沒有任何口頭修改、修改或補充(包括任何明示或默示的放棄) 。

根據上述情況，並在符合本函所述假設、限制和限制的前提下，我們認為，截至本函日期，我們認為：

Aqutive Treeutics，Inc.
2024年4月3日
第3頁

The opinions set forth herein are subject to the following assumptions, qualifications, limitations and exceptions being true and correct at or before the time of the delivery of any Securities offered pursuant to the Registration Statement and appropriate Prospectus Supplement: (i) the Board of Directors, including any appropriate committee appointed thereby, shall have (x) duly established the terms of the Securities (and in the case of the Units, the Securities that are the components thereof), and (y) duly authorized and taken any other necessary corporate or other action to approve the creation, if applicable, issuance and sale of the Securities and related matters (including with respect to Preferred Stock, the execution, acknowledgment and filing of a Certificate of Designation stating the designation and voting rights, preferences, limitations and special rights, if any, of any such Preferred Stock in accordance with the applicable provisions of the General Corporation Law of the State of Delaware) and any Securities consisting of Common Stock or Preferred Stock, and any Common Stock or Preferred Stock for or into which any other Securities are exercisable, exchangeable or convertible, shall have been duly reserved for issuance and such authorizations and actions have not been rescinded; (ii) the resolutions establishing the definitive terms of and authorizing the Company to register, offer, sell and issue the Securities shall remain in effect and unchanged at all times during which the Securities are offered, sold or issued by the Company; (iii) the definitive terms of each class and series of the Securities not presently provided for in the Registration Statement or the certificate of incorporation of the Company, and the terms of the issuance and sale of the Securities (x) shall have been duly established in accordance with all applicable law and the Charter, the Indenture (including any amendments or supplements thereto), underwriting agreement, warrant agreement, subscription agreement, unit agreement and any other relevant agreement relating to the terms and the offer and sale of the Securities (collectively, the “Documents”) and the authorizing resolutions of the Board of Directors, and reflected in appropriate documentation reviewed by us, and (y) shall not violate any applicable law, the Charter or the Documents (subject to the further assumption that such Charter and Documents have not been amended from the date hereof in a manner that would affect the validity of any of the opinions rendered herein), or result in a default under or breach of any agreement or instrument binding upon the Company and so as to comply with any restriction imposed by any court or governmental body having jurisdiction over the Company; (iv) upon issuance of any shares of Preferred Stock or Common Stock, or, in the case of Units, of which shares of Preferred Stock or Common Stock are components, including upon exercise, conversion or exchange of Securities, the total number of shares of Preferred Stock or Common Stock issued and outstanding shall not exceed the total number of shares of Preferred Stock or Common Stock that the Company is then authorized to issue under its certificate of incorporation; (v) the interest rate on the Debt Securities shall not be higher than the maximum lawful rate permitted from time to time under applicable law; (vi) the Securities (including any Securities issuable upon exercise, conversion or exchange of other Securities and, in the case of any Units, the Securities that are components thereof), and any certificates or instruments representing the relevant Securities (including any Securities issuable upon exercise, conversion or exchange of other Securities and, in the case of any Units, the Securities that are components thereof), have been duly authenticated, executed, countersigned, registered and delivered upon payment of the agreed-upon legal consideration therefor and have been duly issued and sold in accordance with any relevant agreement, approved by us and, if applicable, duly executed and delivered by the Company and any other appropriate party; (vii) the Indenture (including any amendments or supplements thereto), warrant agreement, subscription agreement, unit agreement and any other relevant agreement has been duly authorized, executed and delivered by, and will constitute a valid and binding obligation of, each party thereto (other than the Company); (viii) the Registration Statement, as amended (including all necessary post-effective amendments), and any additional registration statement filed under Rule 462, shall be effective under the Securities Act, and such effectiveness shall not have been terminated or rescinded; (ix) an appropriate Prospectus Supplement shall have been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder describing the Securities offered thereby; (x) the Securities shall be issued and sold in compliance with all federal and state securities laws and solely in the manner stated in the Registration Statement and the applicable Prospectus Supplement and there shall not have occurred any change in law affecting the validity of the opinions rendered herein; (xi) if the Securities will be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Securities in the form filed as an exhibit to the Registration Statement or any post-effective amendment thereto, or incorporated by reference therein, has been duly authorized, executed and delivered by the Company and the other parties thereto; (xii) the Indenture (including any amendments or supplements thereto) shall have been duly qualified under the Trust Indenture Act of 1939, as amended; (xiii) each agreement or contract referred to herein but not filed as an exhibit to the Registration Statement as of the date hereof shall be governed by the laws of the State of New York; and (xiv) in the case of an agreement or instrument pursuant to which any Securities are to be issued, there shall be no terms or provisions contained therein which would affect the validity of any of the opinions rendered herein.

Aquestive Therapeutics, Inc.
April 3, 2024
Page 4

Any opinion set forth herein as to enforceability of obligations of the Company is subject to: (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws now or hereinafter in effect affecting the enforcement of creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and the discretion of the court or other body before which any proceeding may be brought; (ii) provisions of law that may require that a judgment for money damages rendered by a court in the United States be expressed only in United States dollars; (iii) requirements that a claim with respect to any Debt Securities denominated other than in U.S. dollars (or a judgment denominated other than in U.S. dollars in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law; and (iv) governmental authority to limit, delay or prohibit the making of payments outside the United States or in foreign currency or composite currency.

We express no opinion as to the validity, legally binding effect or enforceability of any provision in any agreement or instrument that (i) requires or relates to payment of any interest at a rate or in an amount that a court would determine in the circumstances under applicable law to be higher than the maximum lawful rate permitted from time to time or (ii) relates to governing law and submission by the parties to the jurisdiction of one or more particular courts.

The opinion expressed herein is limited to the General Corporation Law of the State of Delaware. We are members of the bar of the State of New York. We express no opinion concerning the laws of any other jurisdiction, and we express no opinion concerning any state securities or “blue sky” laws, rules or regulations, or any federal, state, local or foreign laws, rules or regulations relating to the offer and/or sale of the Securities. The opinions expressed herein are based upon the law as in effect and the documentation and facts known to us on the date hereof.

This opinion letter has been prepared for your use solely in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the effectiveness of the Registration Statement.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the base prospectus contained therein, under the caption “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the Commission thereunder.

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