October 3, 2023


Lexaria Bioscience Corp.

100 – 740 McCurdy Road

 Kelowna, BC Canada 


Re: Registered Direct Offering Pursuant to Registration Statement on Form S-3


Ladies and Gentlemen:


We have acted as counsel to Lexaria Bioscience Corp., a Nevada corporation (the “Company”), in connection with the Securities Purchase Agreement dated September 28, 2023 (the “Purchase Agreement”), by and between the Company and the purchaser signatory thereto (the “Purchaser”), relating to the issuance and sale by the Company to the Purchaser of 889,272 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and pre-funded warrants (the “Pre-Funded Warrant Shares”) to purchase up to 729,058 shares of Common Stock (the “Pre-Funded Warrant Shares”). Herein, we refer to the Shares, Pre-Funded Warrants, and Pre-Funded Warrant Shares as the “Securities.”


This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).


In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following:



The Amended and Restated Articles of Incorporation of the Company;


The Amended and Restated Bylaws of the Company;


The Purchase Agreement;


The Form of Pre-Funded Warrant;


Registration Statement on Form S-3 ((File No. 333-262402) filed by the Company with the Securities and Exchange Commission (the “Commission”) on January 28, 2022, in the form in which it became effective on February 4, 2022 (the “Registration Statement”) pursuant to the Securities Act;


A draft of the prospectus supplement dated September 28, 2023, filed with the Commission pursuant to Rule 424(b)(5) promulgated under the Securities Act (the “Prospectus Supplement”), together with the base prospectus dated February 4, 2022; and


Written consent of the Board of Directors of the Company approving the Purchase Agreement.


We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.


In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed (i) that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and (ii) the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents, and the validity and binding effect thereof on such parties.


The opinion expressed below is limited to the federal securities laws of the United States of America and the corporate laws of the State of Nevada and we express no opinion as to the effect on the matters covered by the laws of any other jurisdiction.


Based upon and subject to the foregoing, we are of the opinion that (i) when the Shares have been delivered to and paid for by the Purchaser as contemplated by the Purchase Agreement, the Shares will be duly authorized, validly issued, fully paid and non-assessable, (ii) the Pre-Funded Warrants as described in the Prospectus Supplement have been duly authorized, and, provided that the Pre-Funded Warrants have been duly executed by the Company and delivered to and paid for by the Purchaser as contemplated by the Purchase Agreement, will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, and (iii) the Pre-Funded Warrant Shares have been duly authorized and when issued and delivered by the Company against payment therefor in accordance with the terms of the Pre-Funded Warrants, will be duly authorized, validly issued, fully paid and non-assessable.


We hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. We also hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus Supplement. 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. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.


Very truly yours,



/s/ Sichenzia Ross Ference Carmel LLP


Sichenzia Ross Ference Carmel LLP


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