Attached files
| file | filename |
|---|---|
| S-1/A - CorMedix Inc. | v177841_s1a.htm |
| EX-1.1 - CorMedix Inc. | v177841_ex1-1.htm |
| EX-4.5 - CorMedix Inc. | v177841_ex4-5.htm |
| EX-4.4 - CorMedix Inc. | v177841_ex4-4.htm |
| EX-3.5 - CorMedix Inc. | v177841_ex3-5.htm |
| EX-4.2 - CorMedix Inc. | v177841_ex4-2.htm |
| EX-4.1 - CorMedix Inc. | v177841_ex4-1.htm |
| EX-4.3 - CorMedix Inc. | v177841_ex4-3.htm |
| EX-23.1 - CorMedix Inc. | v177841_ex23-1.htm |
Exhibit
5.1
March 18,
2010
CorMedix
Inc.
86 Summit
Avenue, Suite 301
Summit,
NJ 07901-3647
Ladies
and Gentlemen:
We are
acting as counsel to CorMedix Inc. (the “Company”), a Delaware
corporation, in connection with the preparation and filing with the Securities
and Exchange Commission (the “Commission”), under
the Securities Act of 1933, as amended (the “Act”), of a
Registration Statement on Form S-1 (File No. 333-163380), initially filed with
the Commission on November 25, 2009, and all pre-effective amendments thereto
(the “Registration
Statement”). The Registration Statement registers the offering
and sale by the Company (the “Offering”) of the
following securities (all of which are collectively referred to herein as the
“Securities”):
(a) up
to an aggregate of 2,020,320 units (the “Units”), including
Units issuable upon exercise of the underwriters’ over-allotment option and
Units issuable upon exercise of the Underwriters’ Purchase Warrant (as defined
in paragraph (e) below);
(b) up
to an aggregate of 4,040,640 shares (the “Shares”) of the
Company’s common stock, par value $0.001 per share (the “Common Stock”),
underlying the Units;
(c) up
to an aggregate of 2,020,320 redeemable common stock purchase warrants (the
“Warrants”)
underlying the Units;
(d) up
to an aggregate of 2,020,320 shares of Common Stock issuable upon exercise of
the Warrants (the “Warrant Shares”);
and
(e) a
warrant to purchase up to 36,570 units identical to the Units to be issued to
the representative of the underwriters as additional compensation (the “Underwriters’ Purchase
Warrant”).
Each
Warrant (other than the Underwriters’ Purchase Warrant) entitles the holder
thereof to purchase one Warrant Share at any time during the five-year period
beginning on the earlier to occur of the expiration of the underwriters’
over-allotment option or its exercise in full, and will have an exercise price
equal to 110% of the offering price of the Common Stock underlying the
Units. The Underwriters’ Purchase Warrant entitles the holder to
purchase such number of units equal to 2.12% of the Units sold in the Offering
at a price per Unit equal to 120% of the offering price of the
Units. The Underwriters’ Purchase Warrant will be exercisable
commencing six months after the effective date of the Registration Statement,
and will be exercisable for four and a half years thereafter.
March 18,
2010
Page
2
In
connection with this opinion, we have reviewed originals or copies (certified or
otherwise identified to our satisfaction) of the Company’s Amended and Restated
Certificate of Incorporation, as amended, the Company’s By-laws, resolutions
adopted by the Company’s Board of Directors, the Registration Statement, the
exhibits to the Registration Statement, and such other records, documents,
statutes and decisions, and such certificates or comparable documents of public
officials and of officers and representatives of the Company, and have made such
inquiries of such officers and representatives, as we have deemed relevant in
rendering this opinion.
In such
examination, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified, conformed or photostatic copies and the authenticity of the
originals of such latter documents.
Based on
the foregoing and in reliance thereon and subject to the assumptions,
qualifications and limitations set forth herein, we are of the opinion
that:
(i) the
Securities have been duly authorized for issuance by all necessary corporate
action by the Company;
(ii) the
Units (other than the Units issuable upon exercise of the Underwriters’ Purchase
Warrant) and the shares of Common Stock underlying such Units, when issued and
sold by the Company in accordance with and in the manner described in the
Registration Statement, will be validly issued, fully paid and
non-assessable;
(iii) the
Units issuable upon exercise of the Underwriters’ Purchase Warrant and the
shares of Common Stock underlying such Units, when issued and sold by the
Company in accordance with and in the manner described in the Registration
Statement, will be validly issued, fully paid and non-assessable;
(iv) each
Warrant, when issued and sold by the Company in accordance with and in the
manner described in the Registration Statement, will be validly issued and will
constitute a valid and binding agreement of the Company enforceable against the
Company in accordance with its terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights generally and equitable
principles of general applicability;
March 18,
2010
Page
3
(v) the
Warrant Shares, when issued and sold by the Company in accordance with and in
the manner described in the Registration Statement, will be validly issued,
fully paid and non-assessable; and
(vi) the
Underwriters’ Purchase Warrant, when executed and delivered by the Company in
accordance with and in the manner described in the Registration Statement, will
be validly issued and will constitute a valid and binding agreement of the
Company enforceable against the Company in accordance with its terms, subject to
applicable bankruptcy, insolvency and similar laws affecting creditors’ rights
generally and equitable principles of general applicability.
We are
members of the Bar of the State of New York and this opinion is limited solely
to the federal laws of the United States, the General Corporation Law of the
State of Delaware, the applicable provisions of the Delaware Constitution and
reported judicial decisions interpreting such laws, and, as to the Warrants and
the Underwriters’ Purchase Warrant constituting valid and legally binding
obligations of the Company, solely to the laws of the State of New
York.
This
opinion letter is given as of the date hereof, and we express no opinion as to
the effect of subsequent events or changes in law occurring or becoming
effective after the date hereof. We assume no obligation to update
this opinion letter or otherwise advise you with respect to any facts or
circumstances or changes in law that may hereafter occur or come to our
attention.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name in the related prospectus under the heading
“Legal Matters.” In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Act, or the rules and regulations promulgated thereunder.
Very
truly yours,
/s/ OLSHAN
GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
OLSHAN
GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP