Attached files
file | filename |
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8-K - FORM 8-K - Savara Inc | a58242e8vk.htm |
EX-99.1 - EX-99.1 - Savara Inc | a58242exv99w1.htm |
EX-4.2 - EX-4.2 - Savara Inc | a58242exv4w2.htm |
EX-4.1 - EX-4.1 - Savara Inc | a58242exv4w1.htm |
EX-10.1 - EX-10.1 - Savara Inc | a58242exv10w1.htm |
Exhibit 5.1
DLA Piper LLP (US) | ||
4365 Executive Drive, Suite 1100 | ||
San Diego, California 92121-2133 | ||
www.dlapiper.com | ||
T 858.677.1400 | ||
F 858.677.1401 |
January 6, 2011
ADVENTRX Pharmaceuticals, Inc.
12390 El Camino Real, Suite 150
San Diego, California 92130
12390 El Camino Real, Suite 150
San Diego, California 92130
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the sale and
issuance by ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (the Company), of up to an
aggregate of 8,184,556 shares of Common Stock, par value $0.001 per share, of the Company (the
Common Shares), together with warrants to
purchase up to an additional 4,092,278 shares of
Common Stock (the Warrants), and 4,092,278 shares of Common Stock of the Company issuable
upon exercise of the Warrants (the Underlying Common and together with the Warrants and the
Common Shares, the Securities), pursuant to a Registration Statement on Form S-3 (File No.
333-165691) (the Registration Statement) filed with the Securities and Exchange Commission (the
Commission) under the Securities Act of 1933, as amended (the Act), the related prospectus
included therein (the Prospectus) and the Prospectus Supplement No. 2 to be filed with the
Commission pursuant to Rule 424(b) promulgated under the Act (the Prospectus Supplement).
In connection with this opinion, we have examined and relied upon the Registration Statement,
the related Prospectus and Prospectus Supplement, the Securities
Purchase Agreement, dated January 6, 2011, by and among the Company and each purchaser identified on the signature pages thereto
(the Securities Purchase Agreement), the form of Warrant to be filed as an exhibit to a Current
Report of the Company on Form 8-K, the Companys Amended and Restated Certificate of Incorporation
and Amended and Restated Bylaws, as currently in effect, and the originals or copies certified to
our satisfaction of such other documents, records, certificates, memoranda and other instruments as
in our judgment are necessary or appropriate to enable us to render the opinion expressed below.
In rendering this opinion, we have assumed the genuineness and authenticity of all signatures
on original documents; the genuineness and authenticity of all documents submitted to us as
originals; the conformity to originals of all documents submitted to us as copies; the accuracy,
completeness and authenticity of certificates of public officials; and the due authorization,
execution and delivery of all documents where due authorization, execution and delivery are
prerequisites to the effectiveness of such documents. With regard to the
Conversion Securities and Underlying Securities, we have assumed that at the time of issuance or
sale, a sufficient number of shares of Common Stock are authorized and available for issuance.
On the
basis of the foregoing, and in reliance thereon, we are of the opinion that (i) the
Common Shares, when issued and sold against payment therefore as provided in the Securities
ADVENTRX Pharmaceuticals, Inc.
January 6, 2011
Page Two
January 6, 2011
Page Two
Purchase Agreement and in accordance with the Registration Statement and the related Prospectus and
Prospectus Supplement, will be validly issued, fully paid and nonassessable, (ii) provided that the
Warrants have been duly executed and delivered by the Company and duly delivered to the purchasers
thereof against payment therefor, then the Warrants, when issued and sold as provided in the
Securities Purchase Agreement and in accordance with the Registration Statement and the related
Prospectus and Prospectus Supplement, will be valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their terms and (iii) the Underlying Common,
when issued and sold against payment therefor in accordance with the terms of the Securities
Purchase Agreement and Warrants and in accordance with the Registration Statement and the related
Prospectus and Prospectus Supplement, will be validly issued, fully paid and nonassessable.
In addition to the qualifications set forth above, the foregoing opinion is further qualified as
follows:
(a) The foregoing opinion is rendered as of the date hereof. We assume no obligation
to update such opinion to reflect any facts or circumstances that may hereafter come to our
attention or changes in the law which may hereafter occur.
(b) We are members of the Bar of the State of California and we do not express any opinion herein
concerning any law other than the Delaware General Corporation Law, the substantive law of the
State of California and the substantive federal securities laws of the United States of America.
We express no opinion as to the laws of any other state or jurisdiction of the United States or of
any foreign jurisdiction. We have made no inquiry into the laws and regulations or as to laws
relating to choice of law or conflicts of law principles. The opinion expressed herein is subject
to the effect of judicial decisions which may permit the introduction of parol
evidence to modify the terms or the interpretation of agreements.
(c) We express no opinion as to compliance with the securities (or blue sky), broker
licensing, real estate syndication or mortgage lending laws of any jurisdiction.
(d) The opinion stated herein relating to the validity and binding nature of
obligations of the Company is subject to (i) the effect of any applicable bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent transfers),
reorganization, moratorium or similar laws affecting creditors rights generally and (ii)
the effect of general principles of equity (regardless of whether considered in a proceeding
in equity or at law).
(e) This opinion is limited to the matters set forth herein, and no other opinion
should be inferred beyond the matters expressly stated.
ADVENTRX Pharmaceuticals, Inc.
January 6, 2011
Page Three
January 6, 2011
Page Three
We consent to the reference to our firm under the caption Legal Matters in the Prospectus
Supplement and to the filing of this opinion as an exhibit to a Current Report of the Company on
Form 8-K. In giving our consent, we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and regulations of the
Commission thereunder.
Very truly yours,
/s/ DLA Piper LLP (US)
DLA Piper LLP (US)