Attached files
| file | filename |
|---|---|
| 8-K - New Generation Biofuels Holdings, Inc | v168644_8k.htm |
| EX-4.2 - New Generation Biofuels Holdings, Inc | v168644_ex4-2.htm |
| EX-4.1 - New Generation Biofuels Holdings, Inc | v168644_ex4-1.htm |
| EX-1.1 - New Generation Biofuels Holdings, Inc | v168644_ex1-1.htm |
| EX-10.1 - New Generation Biofuels Holdings, Inc | v168644_ex10-1.htm |
| EX-99.1 - New Generation Biofuels Holdings, Inc | v168644_ex99-1.htm |
Exhibit
5.1
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December
10, 2009
Board of
Directors
New
Generation Biofuels Holdings, Inc.
5850
Waterloo Road, Suite 140
Columbia,
Maryland 21045
Ladies
and Gentlemen:
We are acting as counsel to New
Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”) , in
connection with its registration statement on Form S-3, as amended (file
no. 333-156449) (the “Registration
Statement”), filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the “Act”), and in
connection with the proposed issuance and sale in a public offering (the “Offering”) of
(i) 1,926,250 shares of the common stock, par value $0.001 per share (the
“Common Stock”)
of the Company (the “Shares”) and
(ii) warrants (the “Warrants”) to
purchase 577,875 shares (the “Warrant Shares”, and
together with the Shares, the “Securities”) to be
sold by the Company pursuant to subscription agreements entered into with the
purchasers of the Securities (the “Subscription
Agreements”) and to the terms of that certain Placement Agent Agreement
(the “Placement Agent
Agreement”) dated December 10, 2009 between the Company and the placement
agent named therein, and pursuant to a prospectus dated January 27, 2009, which
forms a part of the Registration Statement (the “Base Prospectus”), as
supplemented by a prospectus supplement dated December 10, 2009 (together with
the Base Prospectus, the “Prospectus”). This
opinion letter is furnished to you at your request to enable you to fulfill the
requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R.
§ 229.601(b)(5), in connection with the Registration
Statement.
For purposes of this opinion letter, we
have examined copies of such agreements, instruments and documents as we have
deemed an appropriate basis on which to render the opinions hereinafter
expressed. In our examination of the aforesaid documents, we have
assumed the genuineness of all signatures, the legal capacity of all natural
persons, the accuracy and completeness of all documents submitted to us, the
authenticity of all original documents, and the conformity to authentic original
documents of all documents submitted to us as copies (including
telecopies). As to all matters of fact, we have relied on the
representations and statements of fact made in the documents so reviewed, and we
have not independently established the facts so relied on. This
opinion letter is given, and all statements herein are made, in the context of
the foregoing.
Board of
Directors
December
10, 2009
Page
2
This opinion letter is based as to
matters of law solely on the applicable provisions of the following, as
currently in effect: (a) as to the opinions given in paragraph (i) and the
second sentence of paragraph (ii), the Florida Business Corporation Act, as
amended, and (b) as to the opinions given in the first sentence of paragraph
(ii), the laws of the State of New York (but not including any laws,
statutes, ordinances, administrative decisions, rules or regulations of any
political subdivision below the state level). We express no opinion
herein as to any other laws, statutes, ordinances, rules, or regulations (and in
particular, we express no opinion as to any effect that such other laws,
statutes, ordinances, rules, or regulations may have on the opinions expressed
herein). As used herein, the term “Florida Business Corporation Act”
includes the statutory provisions contained therein, all applicable provisions
of the Florida Constitution and reported judicial decisions interpreting these
laws.
Based upon, subject to and limited by
the foregoing, we are of the opinion that:
(i) When the Shares are issued
pursuant to the terms of the Subscription Agreements and Placement Agent
Agreement, including due execution and delivery on behalf of the Company of
certificates therefor and receipt by the Company of the consideration for the
Shares specified in the resolutions of the Board of Directors and the Pricing
Committee of the Board of Directors, the Shares will be validly
issued, fully paid, and nonassessable.
(ii) When the Warrants are issued
pursuant to the terms of the Subscription Agreements and Placement Agent
Agreement, including due execution and delivery on behalf of the Company of the
Warrant documents, the Warrants will constitute valid and binding obligations of
the Company. When issued and delivered upon valid exercise of the
Warrants and payment of the applicable exercise price, the Warrant Shares will
be validly issued, fully paid and non-assessable.
This opinion letter has been prepared
for your use in connection with the filing by the Company of a Current Report on
Form 8-K relating to the offer and sale of the Securities, which Form 8-K will
be incorporated by reference into the Registration Statement and
Prospectus. We assume no obligation to advise you of any changes in
the foregoing subsequent to the delivery of this opinion letter.
We hereby consent to the filing of this
opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed
on December 11, 2009, and to the reference to this firm under the caption “Legal
Matters” in the Prospectus. In giving this consent, we do not thereby
admit that we are an “expert” within the meaning of the Securities Act of 1933,
as amended.
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Very
truly yours,
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/s/
HOGAN & HARTSON LLP
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HOGAN
& HARTSON LLP
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