Attached files
| file | filename |
|---|---|
| 8-K - WINDTREE THERAPEUTICS INC /DE/ | v198869_8k.htm |
| EX-4.1 - WINDTREE THERAPEUTICS INC /DE/ | v198869_ex4-1.htm |
| EX-10.1 - WINDTREE THERAPEUTICS INC /DE/ | v198869_ex10-1.htm |
| EX-99.1 - WINDTREE THERAPEUTICS INC /DE/ | v198869_ex99-1.htm |
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SNR
Denton US LLP
Two
World Financial Center
225
Liberty Street
New
York, NY 10281-2699 USA
|
T +1
212 768 6700
F +1
212 768 6800
snrdenton.com
Two
World Financial Center
New
York, NY 10281-1008
212.768.6700
212.768.6800
fax
www.sonnenschein.com
|
October
12, 2010
EXHIBIT
5.1
Board of
Directors
Discovery
Laboratories, Inc.
2600
Kelly Road, Suite 100
Warrington,
Pennsylvania 18976-3622
Re: Sale
of Common Stock and Warrants registered pursuant to
Registration
Statement on Form S-3 (File No. 333-151654)
Ladies
and Gentlemen:
In our
capacity as counsel to Discovery Laboratories, Inc., a Delaware corporation (the
“Company”), we have been
asked to render this opinion in connection with a registration statement on Form
S-3 (the “Registration
Statement”), heretofore filed by the Company with the Securities and
Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended (the “Act”), the prospectus
supplement filed pursuant to Rule 424(b) under the Act, dated as of October 12,
2010 (the “Prospectus
Supplement”), under which the following securities being sold by the
Company have been registered: (i) 2,380,952 shares (the “Shares”) of common stock, par
value $0.001 per share, of the Company (the “Common Stock”), (ii) warrants to
purchase 1,190,476 shares of Common Stock at an exercise price of $0.273 per
share (each a “Warrant”
and collectively, the “Warrants”) and (iii) 1,190,476
shares (the “Warrant
Shares”) of Common Stock that are issuable upon exercise of the
Warrants. The securities are being sold as units (the “Units”) with each Unit being
comprised of (i) one Share and (ii) one Warrant.
We are
delivering this opinion to you at your request in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act.
In
connection with rendering this opinion, we have examined and are familiar with
(i) the Company’s Amended and Restated Certificate of Incorporation, (ii) the
Company’s By-Laws, (iii) the Registration Statement, including the base
prospectus contained therein and as restated as of June 11, 2010 and filed
pursuant to Rule 424(b) under the Act (such base prospectus, the “Base
Prospectus”), (iv) the Prospectus Supplement (such Base Prospectus and
Prospectus Supplement are collectively referred to herein as the “Prospectus”),
(v) corporate proceedings of the Company relating to the Shares, the Warrants
and the Warrant Shares, and (vi) such other instruments and documents as we have
deemed relevant under the circumstances.
In making
the aforesaid examinations, we have assumed the genuineness of all signatures
and the conformity to original documents of all copies furnished to us as
original or photostatic copies. We have also assumed that the corporate records
furnished to us by the Company include all corporate proceedings taken by the
Company to date.
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October
12, 2010
Page
2
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Based
upon the foregoing and subject to the assumptions and qualifications set forth
herein, we are of the opinion that:
1. The
Shares have been duly authorized by the Company and, when issued in accordance
with the terms set forth in the Registration Statement and the Prospectus, will
be validly issued, fully paid and non-assessable.
2. The
Warrant Shares have been duly authorized by the Company and, when issued in
accordance with the terms set forth in the Registration Statement and the
Prospectus, and, when issued and paid for in accordance with the terms of the
Warrants, will be validly issued, fully paid and non-assessable.
3. The
Warrants have been duly authorized by the Company and, when issued in accordance
with the terms set forth in the Registration Statement and the Prospectus, will
be validly issued.
The
foregoing opinion is limited to the laws of the United States of America and
Delaware corporate law (which includes the Delaware General Corporation Law and
applicable provisions of the Delaware constitution, as well as reported judicial
opinions interpreting same), and we do not purport to express any opinion on the
laws of any other jurisdiction.
We hereby
consent to the use of our opinion as an exhibit to the Registration Statement
and to the reference to this firm and this opinion under the heading “Legal
Matters” in the prospectus comprising a part of the Registration Statement and
any amendment thereto. In giving such consent, we do not hereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Act, or the rules and regulations of the Commission
thereunder.
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Very
truly yours,
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/s/
SNR DENTON US LLP
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SNR
DENTON US LLP
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