Attached files
file | filename |
---|---|
8-K - FORM 8-K - Savara Inc | a55992e8vk.htm |
EX-3.1 - EX-3.1 - Savara Inc | a55992exv3w1.htm |
EX-4.1 - EX-4.1 - Savara Inc | a55992exv4w1.htm |
EX-4.2 - EX-4.2 - Savara Inc | a55992exv4w2.htm |
EX-10.1 - EX-10.1 - Savara Inc | a55992exv10w1.htm |
EX-99.1 - EX-99.1 - Savara Inc | a55992exv99w1.htm |
Exhibit 5.1
DLA Piper LLP (US) | ||
4365 Executive Drive, Suite 1100 | ||
San Diego, California 92121-2133 | ||
www.dlapiper.com | ||
T 858.677.1400 | ||
F 858.677.1401 |
May 2, 2010
ADVENTRX Pharmaceuticals, Inc.
6725 Mesa Ridge Road, Suite 100
San Diego, California 92121
6725 Mesa Ridge Road, Suite 100
San Diego, California 92121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the sale and
issuance by ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (the Company), of up to an
aggregate of 19,217.130180 shares of 2.19446320054018% Series F Convertible Preferred Stock, par value
$0.001 per share, of the Company (the Preferred
Shares), together with Series A Common Stock warrants to purchase up to
an additional 1,816,609 shares of Common Stock and Series B Common
Stock warrants to purchase up to an additional 778,547 shares of
Common Stock (collectively, the Warrants),
and 5,190,312 shares
of Common Stock of the Company issuable upon conversion of the Preferred Shares (the Conversion
Securities) and exercise of the Warrants (the Underlying Securities and together with the
Warrants and the Preferred Shares, the Securities), pursuant to a Registration Statement on Form
S-3 (File No. 333-165691) (the Registration Statement) filed with the Securities and Exchange
Commission (the Commission) under the Securities Act of 1933, as amended (the Act), the related
prospectus included therein (the Prospectus) and the Prospectus Supplement No. 1 to be filed with
the Commission pursuant to Rule 424(b) promulgated under the Act (the Prospectus Supplement).
In connection with this opinion, we have examined and relied upon the Registration Statement, the
related Prospectus and Prospectus Supplement, the Securities Purchase Agreement, dated May 2, 2010, by and among the Company and each purchaser identified on the signature pages thereto
(the Securities Purchase Agreement), the form of Warrant to be filed as an exhibit to a Current
Report of the Company on Form 8-K, the Certificate of Designation of Preferences, Rights and
Limitations of 2.19446320054018% Series F Convertible Preferred Stock (the Certificate of
Designation) to be filed as an exhibit to a Current Report of the Company on Form 8-K, the
Companys Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as
currently in effect, and the originals or copies certified to our satisfaction of such other
documents, records, certificates, memoranda and other instruments as in our judgment are
necessary or appropriate to enable us to render the opinion expressed below.
In rendering this opinion, we have assumed the genuineness and authenticity of all signatures
on original documents; the genuineness and authenticity of all documents submitted to us as
originals; the conformity to originals of all documents submitted to us as copies; the accuracy,
completeness and authenticity of certificates of public officials; and the due authorization,
execution and delivery of all documents where due authorization, execution and delivery are
prerequisites to the effectiveness of such documents. With regard to the
Conversion Securities and Underlying Securities, we have assumed that at the time of issuance
ADVENTRX Pharmaceuticals, Inc.
May 2, 2010
Page Two
May 2, 2010
Page Two
or sale, a sufficient number of shares of Common Stock are authorized and available for issuance.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that (i) the
Preferred Shares, when issued and sold against payment therefore as provided in the Securities
Purchase Agreement and in accordance with the Registration Statement and the related Prospectus and
Prospectus Supplement, will be validly issued, fully paid and nonassessable, (ii) provided that the
Warrants have been duly executed and delivered by the Company and duly delivered to the purchasers
thereof against payment therefor, then the Warrants, when issued and sold as provided in the
Securities Purchase Agreement and in accordance with the Registration Statement and the related
Prospectus and Prospectus Supplement, will be valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their terms and (iii) the Conversion Securities
and Underlying Securities, when issued and sold against payment therefor in accordance with the
terms of the Securities Purchase Agreement and Warrants and in accordance with the Certificate of
Designation, Registration Statement and the related Prospectus and Prospectus Supplement, will be
validly issued, fully paid and nonassessable.
In addition to the qualifications set forth above, the foregoing opinion is further qualified as
follows:
(a) The foregoing opinion is rendered as of the date hereof. We assume no obligation
to update such opinion to reflect any facts or circumstances that may hereafter come to our
attention or changes in the law which may hereafter occur.
(b) We are members of the Bar of the State of California and we do not express any
opinion herein concerning any law other than the Delaware General Corporation Law, the
substantive law of the State of California and the substantive federal securities laws of
the United States of America. We express no opinion as to the laws of any other state or
jurisdiction of the United States or of any foreign jurisdiction. We have made no inquiry
into the laws and regulations or as to laws relating to choice of law or conflicts of law
principles. The opinion expressed herein is subject to the effect of judicial decisions
which may permit the introduction of parol evidence to modify the terms or the
interpretation of agreements.
(c) We express no opinion as to compliance with the securities (or blue sky), broker
licensing, real estate syndication or mortgage lending laws of any jurisdiction.
(d) The opinion stated herein relating to the validity and binding nature of
obligations of the Company is subject to (i) the effect of any applicable bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or similar laws affecting creditors rights generally and (ii)
the effect of general principles of equity (regardless of whether considered in a proceeding
in equity or at law).
ADVENTRX Pharmaceuticals, Inc.
May 2, 2010
Page Three
May 2, 2010
Page Three
(e) This opinion is limited to the matters set forth herein, and no other opinion
should be inferred beyond the matters expressly stated.
We consent to the reference to our firm under the caption Legal Matters in the Prospectus
Supplement and to the filing of this opinion as an exhibit to a Current Report of the Company on
Form 8-K. In giving our consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and regulations of the
Commission thereunder.
Very truly yours,
/s/ DLA
Piper LLP (US)
DLA Piper LLP (US)
DLA Piper LLP (US)