Fifth Avenue, 28th Floor
York, NY 10103-0084
Re: Registration Statement on
acted as counsel to SignPath Pharma Inc., a Delaware corporation (the
“Company”), in connection with the proposed issuance and sale of up to 6,161,448
shares of the Company’s common stock, $.001 par value per share (the
“Shares” or “Common Stock”) pursuant to the Company’s Registration Statement on
Form S-1 (the “Registration Statement”) filed with the Securities and
Exchange Commission (the “Commission”) under the Securities Act of 1933, as
amended (the “Securities Act”) on the date hereof to reflect an aggregate of
6,161,448 Shares as being registered.
Shares being registered under the Registration Statement consist of: (i)
2,326,974 Shares issuable upon exercise of Class A Warrants (“Warrant Shares”);
(ii) 2,326,974 Shares issuable upon conversion of Series A Preferred Stock (the
“Preferred Shares); and (iii) 1,507,500 Shares (the “Outstanding
Shares”)currently issued and outstanding.
opinion letter (the “Opinion Letter”) is being rendered in accordance with the
requirements of Item 16(a) of Form S-1 and Item 601(b)(5)(i) of
Regulation S-K in connection with the filing of the Registration Statement.
Unless otherwise indicated, capitalized terms used herein shall have the
meanings ascribed thereto in the Registration Statement.
connection with the opinions expressed herein, we have examined originals or
copies, certified or otherwise identified to our satisfaction as true, correct
and complete, of such agreements, instruments, documents and records in each
case as we have deemed necessary or appropriate for the purposes of expressing
the opinions set forth in this Opinion Letter. We have examined the following
(collectively, the “Documents”):
Company’s Certificate of Incorporation, filed as Exhibit 3.1 to the
Company’s registration statement on Form S-1 (No. 333-158474), declared
effective by the Commission on August 10, 2009 (the “IPO Registration
Company’s By-Laws, filed as Exhibit 3.3 to the Company’s IPO Registration
Company’s Specimen Certificate for the Common Stock filled as Exhibit 4.1 to the
Company’s IPO Registration Statement;
Company’s Form of Class A Common Stock Purchase Warrant, filed as Exhibit 4.2 to
the Company’s IPO Registration Statement;
Company’s corporate minutes books or other records pertaining to the proceedings
of the stockholders and directors of the Company; and
Company’s stock and warrant transfer ledger and
opinions expressed herein are based upon (i) our review of the Documents,
(ii) discussions with Dr. Lawrence Helson, the Chief Executive Officer of
the Company, with respect to the Documents, (iii) discussions with those of
our attorneys who have devoted substantive attention to the matters contained
herein, and (iv) such review of public sources of law as we have deemed
opinions expressed herein are limited to the laws of the State of New York, the
general corporate laws of the State of Delaware, and Federal law of the United
States of America, including the statutory provisions, and all applicable
provisions of the New York Constitution, the Delaware Constitution, and the
reported judicial decisions interpreting those laws and to Federal law of the
United States of America currently in effect.
upon and subject to the foregoing, we are of the opinion that:
The Outstanding Shares have been duly authorized and are lawfully and validly
issued, fully paid, and non-assessable.
The Warrant Shares have been duly authorized, and upon the exercise and payment
of the Warrants as described in the Registration Statement, will be lawfully and
validly issued, fully paid, and non-assessable.
Preferred Shares have been duly and validly authorized and, when issued in
accordance with the terms of the Certificate of Designation (filed as Exhibit
3.2 to the IPO Registration Statement, will be lawfully and validly issued,
fully paid, and non-assessable.
consent to the filing of this Opinion Letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the heading
“Legal Matters” in the prospectus which is part of the Registration
this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act, the rules
and regulations of the Securities and Exchange Commission promulgated
thereunder, or Item 509 of Regulation S-K.
opinions expressed herein are rendered as of the date hereof, and we disclaim
any undertaking to advise you hereafter of developments hereafter occurring or
coming to our attention, whether or not the same would (if now existing or known
to us) require any change or modification herein.
opinions expressed in this Opinion Letter are limited solely to the matters
expressly set forth above. No other opinions are intended, nor should any other
opinion be inferred herefrom.
/s/ Elliot H. Lutzker
H. Lutzker, Partner