Attached files
| file | filename |
|---|---|
| S-1 - SPECTRASCIENCE INC | v189160_s1.htm |
| EX-23.1 - SPECTRASCIENCE INC | v189160_ex23-1.htm |
EXHIBIT
5.1
OPINION
OF COUNSEL
June 28,
2010
SpectraScience,
Inc.
11568-11
Sorrento Valley Road
San
Diego, CA 92121
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Re:
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Registration
Statement on Form S-1
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Ladies and Gentlemen:
We
have acted as counsel for Spectrascience, Inc., a Minnesota corporation (the
“Company”) in connection
with the Company’s filing of a
Registration Statement on Form S-1 (the “Registration Statement”) relating to the
registration under the
Securities Act of 1933, as amended (the “Act”), of the resale by the selling
shareholders named therein (the “Selling Shareholders”) of an aggregate of
25,225,849 shares of common stock, par value $0.01 per share (the “Common Stock”), consisting of
15,766,155 shares of Common Stock underlying a like number of shares of Series C
Convertible Preferred Stock (the “Shares”), and 9,459,694
shares of Common Stock (the “Warrant Shares”) that are issuable upon
the exercise of outstanding warrants held by certain of the Selling Shareholders
or certain selling agents, as
applicable (the “Warrants”).
In
connection with rendering this opinion, we have reviewed the following: (i) the
Company's articles of incorporation, as amended to date; (ii) the Company’s
bylaws in effect on the date hereof; (iii) the Certificate of Designation for
the Series C Convertible Preferred Stock; (iv) the Warrants; and (v) certain
resolutions of the Company’s Board of
Directors pertaining to the issuance by the Company of the Common Stock,
the Warrants, and the Warrant Shares.
Based
upon the following and upon the representations and information provided by the
Company, we hereby advise you that in our opinion:
1. The Common
Stock has been duty authorized and, when issued upon conversion of the
Series C Convertible Preferred Stock in accordance with the terms of the
Certificate of Designation of Rights and Preferences of Series C Preferred Stock
of the Company, will be validly issued, fully paid and
non-assessable.
2. The
Warrant Shares have been duly authorized and, when issued upon exercise of the
Warrants in accordance with their terms, will be validly issued, fully paid and
non-assessable.
We
hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption “Legal Matters” included in the Registration
Statement and the related Prospectus.
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Very
truly yours,
/s/
Fredrikson & Byron, P.A.
FREDRIKSON
& BYRON, P.A.
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