Attached files
| file | filename |
|---|---|
| EX-4.10 - NEPHROS INC | v188461_ex4-10.htm |
| S-1/A - NEPHROS INC | v188461_s1a.htm |
| EX-4.9 - NEPHROS INC | v188461_ex4-9.htm |
| EX-23.1 - NEPHROS INC | v188461_ex23-1.htm |
| EX-10.56 - NEPHROS INC | v188461_ex10-56.htm |
| EX-10.57 - NEPHROS INC | v188461_ex10-57.htm |
| EX-10.50 - NEPHROS INC | v188461_ex10-50.htm |
| EX-10.48 - NEPHROS INC | v188461_ex10-48.htm |
| EX-10.47 - NEPHROS INC | v188461_ex10-47.htm |
| EX-10.49 - NEPHROS INC | v188461_ex10-49.htm |
Exhibit
5.1
Wyrick
Robbins Yates & Ponton LLP
4101 Lake
Boone Trail, Suite 300
Raleigh,
North Carolina 27607
June 18,
2010
Board of
Directors
Nephros,
Inc.
41 Grand
Avenue
River
Edge, New Jersey 07661
Gentlemen:
We have
acted as counsel to Nephros, Inc., a Delaware corporation (the “Company”), in
connection with the registration statement on Form S-1 (File No. 333-167022)
(the “Registration Statement”), filed by the Company with the Securities and
Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933,
as amended (the “Act”), relating to the registration of (i) 500,000 units
(the “Units”),
each Unit consisting of (a) 25 shares of the Company’s common stock, par value
$0.01 per share (the “Common Stock”) and
(b) a warrant to purchase 25 shares of Common Stock (the “Investor Warrants”),
(ii) warrants to purchase a set number of shares of Common Stock (the “Placement Agent
Warrants”, and together with the Investor Warrants, the “Warrants”), (iii) all
shares of Common Stock and all Warrants issued as part of the Units, and (iv)
all shares of Common Stock issuable upon exercise of the Warrants.
This
opinion is being furnished in accordance with the requirements of Item 16
of Form S-1 and Item 601(b)(5)(i) of Regulation S-K.
In
connection with the foregoing, we have relied upon, among other things, our
examination of such documents, records of the Company and certificates of its
officers and public officials as we deemed necessary for purposes of the
opinions expressed below. In our examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity with the original of all documents submitted to us as copies
thereof.
Based
upon the foregoing, we are of the opinion that:
1. The
Common Stock included in the Units, when issued and sold in accordance with and
in the manner described in the Registration Statement, will be duly authorized,
validly issued, fully paid and non-assessable.
2. Each
Investor Warrant included in the Units and each Placement Agent Warrant, when
issued and sold in accordance with and in the manner described in the
Registration Statement, will constitute a valid and binding agreement of the
Company enforceable against the Company in accordance with its terms, except as
enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
arrangement, moratorium, or other similar laws affecting creditors’ rights, and
subject to general equity principles and to limitations on availability of
equitable relief, including specific performance.
3. The
Common Stock, when issued and paid for upon exercise of the Warrants as
contemplated by the Warrants, will be duly authorized, validly issued, fully
paid and nonassessable.
This
opinion is limited to the Delaware General Corporation Law, including the
statutory provisions of the Delaware General Corporate Law and all applicable
provisions of the Delaware Constitution and reported judicial decisions
interpreting these laws, and, as to the Warrants constituting valid and legally
binding obligations of the Company, the Business Corporation Law of the State of
New York.
We hereby
consent to the filing of this opinion with the Commission as Exhibit 5.1 to the
Registration Statement and reference to our firm under the heading “Legal
Matters” in the Prospectus included therein. In giving this consent, we do not
admit that we are within the category of persons whose consent is required by
Section 7 of the Securities Act or the rules and regulations promulgated
thereunder by the Commission.
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Very
truly yours,
|
|
/s/
Wyrick Robbins Yates & Ponton
LLP
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