Attached files
| file | filename |
|---|---|
| S-1 - NAVIDEA BIOPHARMACEUTICALS, INC. | v170098_s1.htm |
| EX-24.1 - NAVIDEA BIOPHARMACEUTICALS, INC. | v170098_ex24-1.htm |
| EX-21.1 - NAVIDEA BIOPHARMACEUTICALS, INC. | v170098_ex21-1.htm |
| EX-23.1 - NAVIDEA BIOPHARMACEUTICALS, INC. | v170098_ex23-1.htm |
Exhibit
5.1
PORTER,
WRIGHT, MORRIS & ARTHUR LLP
41 South
High Street
Columbus,
Ohio 43215-6194
Telephone:
614/227-2000
Facsimile:
614/227-2100
December
29, 2009
Neoprobe
Corporation
425 Metro
Place North, Suite 300
Dublin,
Ohio 43017
Ladies
and Gentlemen:
With respect to the Registration
Statement on Form S-1 (the “Registration Statement”) being filed with the
Securities and Exchange Commission by Neoprobe Corporation, a Delaware
corporation (the “Company”), under the Securities Act of 1933, as amended,
relating to the sale of up to 15,500,000 shares (the “Shares”) of Common Stock
of the Company, $.001 par value (the “Common Stock”), by the selling stockholder
named in the Registration Statement (the “Selling Stockholder”), we advise you
as follows:
We are counsel for the Company and have
participated in the preparation of the Registration Statement. We have reviewed
the Company’s Amended and Restated Certificate of Incorporation, as amended to
date, the corporate action taken to date in connection with the Registration
Statement and the issuance of the Shares, the form of Securities Purchase
Agreement, dated as of December 26, 2007, by and between the Company and the
Selling Stockholder (the “Purchase Agreement”), as amended, the form of
Securities Amendment and Exchange Agreement, dated July 24, 2009, by and between
the Company and the Selling Stockholder (the “Amendment Agreement”), the
convertible promissory notes issued to the Selling Stockholder pursuant to the
Amendment Agreement (the “Promissory Notes”), the warrants to purchase shares of
Common Stock issued to the Selling Stockholder pursuant to the Amendment
Agreement (the “Warrants”), and the terms of the shares of cumulative
convertible preferred stock issued to the Selling Stockholder pursuant to the
Purchase Agreement (the “Preferred Stock”), and such other documents and
authorities as we deem relevant for the purpose of this opinion.
Based upon the foregoing and in
reliance thereon, we are of the opinion that, upon compliance with the
Securities Act of 1933, as amended, and with the securities or "blue sky" laws
of the states in which the Shares are to be offered for sale, the 15,500,00
shares of Common Stock issuable upon the conversion of the Promissory Notes and
Preferred Stock, and the exercise of the Warrants, will be, when issued and paid
for as provided in the Promissory Notes and Warrants, and pursuant to the terms
of the Preferred Stock, validly issued, fully paid and
non-assessable.
We consent to the filing of this
opinion as an exhibit to the Registration Statement and to the use of our name
under the caption “Legal Experts” in the prospectus included in the Registration
Statement.
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Very
truly yours,
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/s/
Porter, Wright, Morris & Arthur LLP
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PORTER,
WRIGHT, MORRIS & ARTHUR LLP
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