Attached files
| file | filename |
|---|---|
| S-1 - CURRENT REPORT - SOLIGENIX, INC. | fs12010_soligenix.htm |
| EX-21.1 - SUBSIDIARIES - SOLIGENIX, INC. | fs12010ex21i_soligenix.htm |
| EX-23.1 - CONSENT - SOLIGENIX, INC. | fs12010ex23i_soligenix.htm |
EXHIBIT 5.1
EDWARDS ANGELL PALMER & DODGE LLP
525 Okeechobee Boulevard, Suite 1600
West Palm Beach, FL 33417
June 25, 2010
Soligenix, Inc.
29 Emmons Drive, Suite C-10
Princeton, New Jersey 08540
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as legal counsel to Soligenix, Inc., a Delaware corporation (the “Company”), with respect to the Registration Statement on Form S-1 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), on June 25, 2010. The Registration Statement relates to the registration for resale of up to 46,004,113 shares (the “Securities”) of common stock, par value $0.001 per share (the “Common Stock”), of the Company. The Securities consist of (i) 28,752,571 shares of outstanding Common Stock (the “Common Shares”); and (ii) 17,251,542 shares (the “Warrant Shares”) of Common Stock issuable upon exercise of outstanding warrants (the “Warrants”).
Based on our review of the Certificate of Incorporation of the Company, as amended, the By-laws of the Company, as amended, the relevant statutory provisions of the Delaware General Corporation Law and such other documents and records as we have deemed necessary and appropriate, we are of the opinion that (i) the Common Shares have been duly authorized, validly issued, fully paid and nonassessable; and (ii) the Warrant Shares have been duly authorized and, when issued and paid for upon exercise of the Warrants in accordance with their terms, will be validly issued, fully paid and nonassessable.
We understand that this letter is to be used in connection with the Registration Statement, as it may be amended from time to time, and hereby consent to the filing of this letter with and as a part of the Registration Statement as so amended, and to the reference to our firm in the prospectus which is a part of the Registration Statement under the heading “Legal Matters.” In giving such consent, we do not hereby admit that we are included within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder.
It is understood that this letter is to be used in connection with the resale of the Securities only while the Registration Statement is effective and as it may be amended from time to time as contemplated by Section 10(a)(3) of the Securities Act.
Very truly yours,
/s/ Edward Angell Palmer & Dodge LLP
EDWARDS ANGELL PALMER & DODGE LLP