Attached files
| file | filename |
|---|---|
| 8-K - Altimmune, Inc. | v200482_8k.htm |
| EX-1.1 - Altimmune, Inc. | v200482_ex1-1.htm |
| EX-1.2 - Altimmune, Inc. | v200482_ex1-2.htm |
| EX-99.1 - Altimmune, Inc. | v200482_ex99-1.htm |
| EX-99.2 - Altimmune, Inc. | v200482_ex99-2.htm |
[Letterhead
of SNR Denton US LLP]
October
29, 2010
PharmAthene,
Inc.
One Park
Place
Suite
#450
Annapolis,
MD 21401
Re: Sale
of Common Stock registered pursuant to
Registration Statement on
Form S-3 (File No. 333-156997)
Ladies
and Gentlemen:
In our capacity as counsel to
PharmAthene, 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”), and the prospectus supplement filed pursuant to Rule 424(b)
under the Act, dated as of October 29, 2010 (the “Prospectus Supplement”), in
connection with the offer and sale by the Company of up to 4,945,000 shares (the
“Shares”) of common stock, par value $0.0001 per share, of the Company (the
“Common Stock”), including up to 645,000 Shares that may be sold pursuant to the
exercise of an over-allotment option.
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, as amended to date and in effect on the
date hereof, (ii) the Company’s By-Laws in effect on the date hereof, (iii) the
Registration Statement, including the prospectus contained therein, (iv) the
Prospectus Supplement (such prospectus and the Prospectus Supplement are
collectively referred to herein as the “Prospectus”), (v) corporate proceedings
of the Company relating to the 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.
Based upon the foregoing and subject to
the assumptions and qualifications set forth herein, we are of the opinion that
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.
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.
|
Very
truly yours,
|
|
/s/
SNR Denton US LLP
|
|
SNR
Denton US LLP
|
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