Attached files
file | filename |
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S-1/A - ORAMED PHARMACEUTICALS INC. | v175368_s1a.htm |
EX-23.2 - ORAMED PHARMACEUTICALS INC. | v175368_ex23-2.htm |
EX-23.1 - ORAMED PHARMACEUTICALS INC. | v175368_ex23-1.htm |
EXHIBIT
5.1
OPINION
OF COUNSEL
Snell
& Wilmer L.L.P.
600 Anton
Boulevard
Suite
1400
Costa
Mesa, California 92626-7689
TELEPHONE:
(714) 427-7000
FACSIMILE:
(714) 427-7799
February
24, 2010
|
Oramed
Pharmaceuticals Inc.
Hi-Tech
Park 2/5 Givat Ram
PO Box
39098
Jerusalem,
91390, Israel
Re: Registration
Statement on Form S-1
Ladies
and Gentlemen:
We have
acted as special Nevada counsel to Oramed Pharmaceuticals Inc., a Nevada
corporation (the “Company”), in connection with
its Registration Statement on Form S-1 (the “Registration Statement”),
relating to the proposed resale by the selling stockholders named in the
prospectus made part of the Registration Statement (collectively, the “Selling Stockholders”) of up
to 37,037,302 shares of the Company’s common stock (the “Shares”), comprised of (i)
29,864,799 Shares (the “Outstanding Shares”) that were
purchased by certain of the Selling Stockholders in transactions with the
Company pursuant to exemptions from the registration requirements of the
Securities Act of 1933 as amended (the “Securities Act”); and (ii) 7,172,503 shares
of common stock (the “Warrant
Shares”) which may be issued to certain of the Selling Stockholders upon
the exercise of issued and outstanding warrants to purchase shares of the
Company’s common stock (the “Warrants”), as more
specifically described in the prospectus made part of the Registration
Statement.
All
capitalized terms herein that are not otherwise defined shall have the meaning
ascribed thereto in the Registration Statement. In connection with this opinion,
we have examined and relied upon the Company’s Articles of Incorporation; the
Company’s Bylaws; the Registration Statement and related prospectus; and such
corporate records of the Company and such other instruments and other
certificates of public officials, officers and representatives of the Company
and such other persons, and we have made such investigations of law, as we have
deemed appropriate as a basis for the opinions expressed below. In
addition, we have assumed and have not independently verified the accuracy as to
factual matters of each document we have reviewed.
For
purposes of rendering this opinion, we have examined originals or copies
certified or otherwise identified to our satisfaction of the documents described
in the preceding paragraph and such other documents and records as we have
deemed appropriate. In conducting such examination, we have assumed
the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and conformity to original documents of all
documents submitted to us as copies. As to questions of fact material to our opinion, we have relied upon certificates of
officers of the Company and of public officials. It is understood
that this opinion is to be used only in connection with the filing of the
Registration Statement. We are opining only on the matters expressly
set forth herein, and no opinion should be inferred as to any other matter. The
law covered by the opinions expressed herein is limited to the laws of the State
of Nevada. This opinion letter is delivered as of its date and
without any undertaking to advise you of any changes of law or fact that occur
after the date of this opinion letter even though the changes may affect the
legal analysis, a legal conclusion or information confirmed in this opinion
letter.
February
24, 2010
Page
2
Based on
the foregoing, and the matters discussed below, after having given due regard to
such issues of law as we deemed relevant, we are of the opinion that (i) the
Outstanding Shares are validly issued, fully paid and non-assessable and (ii)
the Warrant Shares, upon issuance in accordance with the terms and conditions of
the Registration Statement and the Warrants, will be validly issued, fully paid
and non-assessable.
We
express no opinion as to the applicability of, compliance with, or effect of any
laws except the laws set forth in Chapter 78 of the Nevada Revised Statutes,
applicable provisions of the Nevada Constitution and reported judicial decisions
interpreting these laws, and, as to the Warrants constituting legal obligations
of the Company, solely with respect to the laws of the State of
Nevada. We assume no obligation to supplement this letter if any
applicable laws change after the date of this letter with possible retroactive
effect, or if any facts or events occur or come to our attention after the date
of this letter that might change any of the opinions expressed
above.
We are
furnishing this opinion to the Company solely in connection with the
Registration Statement. We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the reference to our
firm’s name under the caption “Legal Matters” and elsewhere
in the Registration Statement and related prospectus of the Company, including
documents incorporated by reference. In giving such consent, we do
not hereby concede that we are within the category of persons whose consent is
required under Section 7 of the Act or the Rules and Regulations of the
Commission thereunder. This opinion is furnished by us, as special
Nevada counsel to the Company, in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act and, except as provided in this
paragraph, is not to be used, circulated or quoted for any other
purpose.
Very
truly yours,
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Snell
& Wilmer L.L.P.
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/s/
Snell & Wilmer L.L.P.
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