Attached files
| file | filename |
|---|---|
| 8-K - CASI Pharmaceuticals, Inc. | v173198_8k.htm |
| EX-99.1 - CASI Pharmaceuticals, Inc. | v173198_ex99-1.htm |
| EX-10.1 - CASI Pharmaceuticals, Inc. | v173198_ex10-1.htm |
| EX-1.1 - CASI Pharmaceuticals, Inc. | v173198_ex1-1.htm |
Exhibit
5.1
[Arnold
& Porter LLP Letterhead]
February
4, 2010
EntreMed,
Inc.
9640
Medical Center Drive
Rockville,
MD 20850
Ladies
and Gentlemen:
We have
acted as special counsel to EntreMed, Inc., a Delaware corporation (the “Company”), in
connection with the offering by the Company of three million eight hundred forty
six thousand one hundred fifty four (3,846,154) shares of the Company’s common
stock, par value $0.01 per share (the “Shares”), pursuant to
(i) the Registration Statement on Form S-3 (file no. 333-161100),
which was declared effective by the Securities and Exchange Commission (the
“Commission”)
on October 9, 2009 (the “Registration
Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), the
base Prospectus dated October 9, 2009 and the related Prospectus Supplement to
be filed with the Commission (together with the base Prospectus, the “Prospectus
Supplement”), and (ii) the stock purchase agreement dated as of
February 3, 2010 (the “Stock Purchase
Agreement”) between the Company and the institutional investor party
thereto (the “Investor”) to be
filed by the Company as Exhibit 10.1 to its Current Report on Form 8-K
on or about February 4, 2010 (the “Form 8-K”). 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 originals or copies, certified
or otherwise identified to our satisfaction, of such agreements, corporate
records, instruments and other documents as we have deemed necessary or
appropriate for the purpose of rendering 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.
This
opinion letter is based as to matters of law solely on the Delaware General
Corporation Law, as amended. We express no opinion herein as to any
other laws, statutes, ordinances, rules or regulations. As used
herein, the term “Delaware General Corporation Law, as amended” includes the
statutory provisions contained therein, all applicable provisions of the
Delaware Constitution and reported judicial decisions interpreting these
laws.
Based
upon, subject to and limited by the foregoing and the further assumptions,
qualifications and limitations set forth herein, we are of the opinion that,
when the Shares are issued and delivered to the Investor in the manner
contemplated by the Stock Purchase Agreement and the Prospectus Supplement and
against receipt by the Company of the consideration therefor as provided
therein, the Shares will be validly issued, fully paid and
nonassessable.
The
opinion expressed herein is based upon the assumption that there will be no
material changes in the documents examined and matters investigated and that at
the time of issuance of the Shares there will be authorized but unissued shares
of common stock of the Company available in amounts sufficient for such
issuance.
This
opinion letter has been prepared for use in connection with the Registration
Statement. This opinion speaks as of today’s date and is limited to
present statutes, regulations and judicial interpretations. In
rendering this opinion, we assume no obligation to revise or supplement this
opinion should present laws, regulations or judicial interpretations be changed
by legislative or regulatory action, judicial decision or
otherwise. This opinion is limited to the matters expressly set forth
herein, and no other opinion should be inferred beyond such
matters.
We hereby
consent to the filing of this opinion letter as Exhibit 5.1 to the Form
8-K, and to the reference to this firm under the caption “Legal Matters” in the
Prospectus Supplement. By giving such 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 thereunder.
This
opinion is rendered solely to you in connection with the above matter. This
opinion may not be relied upon by you for any other purpose or relied upon by or
furnished to any other person without our prior written consent.
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Very
truly yours,
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/s/
Arnold & Porter LLP
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