Attached files
file | filename |
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S-1 - Talon Therapeutics, Inc. | v164071_s1.htm |
EX-4.9 - Talon Therapeutics, Inc. | v164071_ex4-9.htm |
EX-4.8 - Talon Therapeutics, Inc. | v164071_ex4-8.htm |
EX-23.1 - Talon Therapeutics, Inc. | v164071_ex23-1.htm |
EX-4.11 - Talon Therapeutics, Inc. | v164071_ex4-11.htm |
EX-4.10 - Talon Therapeutics, Inc. | v164071_ex4-10.htm |
Exhibit
5.1
November 2, 2009
Hana
Biosciences, Inc.
7000
Shoreline Court, Suite 370
South San
Francisco, CA 94080
Re:
Registration
Statement on Form S-1
Ladies
and Gentlemen:
We have acted as counsel for Hana Biosciences, Inc., a Delaware corporation (the
“Company”) in
connection with the Company’s filing of a Registration Statement on
Form S-1 (the “Registration Statement”)
relating to the registration under the Securities Act of 1933, as amended (the
“Act”), of the resale
by the selling stockholders named therein (the “Selling Stockholders”) of an
aggregate of 60,053,246 shares of common stock, par value $0.001 per share (the
“Common Stock”),
consisting of 43,562,142 shares of issued and outstanding shares of Common
Stock (the “Shares”) and 16,491,104
shares of Common Stock (the “Warrant Shares”) that are
issuable upon the exercise of outstanding warrants held by certain of the
Selling Stockholders (the “Warrants”).
In
connection with rendering this opinion, we have reviewed the
following: (i) the Company’s certificate of incorporation, as amended
to date; (ii) the Company’s bylaws in effect on the date hereof; (iii) the
Warrants; and (iv) certain resolutions of the Company’s Board of Directors
pertaining to the issuance by the Company of the Shares, the Warrants and the
Warrant Shares.
Based upon the following and upon the
representations and information provided by the Company, we hereby advise you
that in our opinion:
1. The
Shares have been duly authorized and are validly issued, fully paid and
nonassessable.
2. The
Warrant Shares have been duly authorized and, when issued upon exercise of the
Warrants in accordance with their terms, will be validly issued, fully paid and
non-assessable.
We
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption “Validity of Common Stock” included in the
Registration Statement and the related Prospectus.
Very
truly yours,
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/s/
Fredrikson & Byron, P.A.
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FREDRIKSON &
BYRON, P.A.
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