Attached files
file | filename |
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EX-1.1 - EX-1.1 - POLYMEDIX, INC | w75680a2exv1w1.htm |
EX-4.13 - EX-4.13 - POLYMEDIX, INC | w75680a2exv4w13.htm |
EX-23.1 - EX-23.1 - POLYMEDIX, INC | w75680a2exv23w1.htm |
EX-4.11 - EX-4.11 - POLYMEDIX, INC | w75680a2exv4w11.htm |
EX-4.12 - EX-4.12 - POLYMEDIX, INC | w75680a2exv4w12.htm |
S-1/A - AMENDMENT NO.2 TO FORM S-1 - POLYMEDIX, INC | w75680a2sv1za.htm |
November 6, 2009
PolyMedix, Inc.
170 N. Radnor-Chester Road
Suite 300
Radnor, Pennsylvania 19087
170 N. Radnor-Chester Road
Suite 300
Radnor, Pennsylvania 19087
Re: | REGISTRATION STATEMENT ON FORM S-1 (REGISTRATION NO. 333-160833) |
Ladies and Gentlemen:
We have acted as counsel to PolyMedix, Inc., a Delaware corporation (the Company), in
connection with the offer and sale (the Offering) by the Company of units (the Units), each
consisting of one or more shares (the Shares) of the Companys Common Stock, $0.001 par value per
share (the Common Stock) and one or more Series C Warrants (the Warrants) to purchase up to one
share of Common Stock (the Warrant Shares, and together with the Shares and the Warrants, the
Securities), and the registration of the Offering of the Securities under the Securities Act of
1933, as amended (the Act) pursuant to a Registration Statement on Form S-1 (Commission No.
333-160833) filed with the Securities and Exchange Commission (the Commission) on July 28, 2009,
and amended by Pre-Effective Amendments No. 1 and 2, filed with the Commission on October 2, 2009,
and November 5, 2009, respectively (the Registration Statement). Upon closing of the Offering,
the Units will separate and the Common Stock and the Warrants will be separately transferrable.
In our capacity as counsel, you have requested that we render the opinion set forth in this
letter and we are furnishing this opinion letter pursuant to Item 601(b)(5) of Regulation S-K
promulgated by the Commission.
We have examined originals or copies, certified or otherwise identified to our satisfaction,
of (i) the Registration Statement, (ii) the form of Placement Agency Agreement, filed as Exhibit
1.1 to the Registration Statement (the Placement Agency Agreement), to be entered into by and
among the Company, Merriman Curham Ford & Co., Boenning and Scatergood, Inc. and Noble Financial
Capital Markets on or about November 9, 2009, (iii) the form of Series C Warrant to Purchase Common
Stock, filed as Exhibit 4.12 to the Registration
PolyMedix, Inc.
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November 6, 2009
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November 6, 2009
Statement, (iv) the Companys Amended and Restated Certificate of Incorporation, (v) the
Companys Amended and Restated By-Laws, (vi) certain resolutions of the Board of Directors relating
to the Offering, and (vii) such other documents as we have deemed necessary or appropriate for
purposes of rendering the opinion set forth herein. We have assumed that the Placement Agency
Agreement is entered into by the parties substantially in the form we have reviewed.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness
of all signatures, the authenticity of all documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. As to any facts material to
the opinion expressed herein that were not independently established or verified, we have relied
upon statements and representations of officers and other representatives of the Company and
others. In addition, we have assumed the due execution and delivery of the Shares, Warrants, and
Warrant Shares in the manner described in the Registration Statement and the Warrant.
The law covered by this opinion letter is limited to the laws of the State of Delaware and the
federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that:
A. with respect to the Shares and the Warrant Shares, when both (i) the board of directors of
the Company, or the pricing committee duly appointed by the board of directors of the Company, has
taken all necessary corporate action to approve the issuance of the Units and the terms of the
Offering and related matters, and (ii)(a) the Shares are issued and delivered against payment for
the Units in accordance with the terms of the Registration Statement, or (b) upon the exercise of
Warrants and payment of the consideration for the Warrant Shares provided for therein, then the
Shares or the Warrant Shares, as applicable, will be duly authorized, validly issued, fully paid
and nonassessable; and
B. with respect to the Warrants, when both: (i) the board of directors of the Company, or the
pricing committee duly appointed by the board of directors of the Company, has taken all necessary
corporate action to approve the issuance of and the terms of the Warrants and related matters, and
(ii) the Warrants have been duly executed and delivered by the Company against payment for the
Units, then the Warrants will be validly issued and will constitute valid and binding obligations
of the Company, enforceable against the Company in accordance with their terms.
PolyMedix, Inc.
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November 6, 2009
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November 6, 2009
We hereby consent to the use of this opinion letter as an exhibit to the Registration
Statement and to the reference to this firm under the caption Legal Matters in the prospectus
filed as part of the Registration Statement. In giving this consent, we do not admit that we are in
the category of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.
As counsel to the Company, we have furnished this opinion letter to you in connection with the
filing of the Registration Statement. Except as otherwise set forth herein, this opinion letter may
not be used, circulated, quoted or otherwise referred to for any purpose or relied upon by any
other person without the express written permission of this firm.
Very truly yours, | ||||
/s/ Pepper Hamilton LLP | ||||
PEPPER HAMILTON LLP |