Attached files
| file | filename |
|---|---|
| S-1/A - FENNEC PHARMACEUTICALS INC. | v210514_s1a.htm |
| EX-4.5 - FENNEC PHARMACEUTICALS INC. | v210514_ex4-5.htm |
| EX-4.6 - FENNEC PHARMACEUTICALS INC. | v210514_ex4-6.htm |
| EX-23.3 - FENNEC PHARMACEUTICALS INC. | v210514_ex23-3.htm |
| EX-23.2 - FENNEC PHARMACEUTICALS INC. | v210514_ex23-2.htm |
|
February
9, 2010
|
Adherex
Technologies Inc.
501
Eastowne Drive, Suite 140
Chapel
Hill, NC 27514
USA
Ladies
and Gentlemen:
Re:
Adherex Technologies Inc. - Registration Statement on Form
S-1/A
We have
acted as counsel to Adherex Technologies Inc., a corporation incorporated
pursuant to the laws of Canada (the “Company”), in connection with
Registration Statement on Form S-1/A filed on February 9, 2010 with the
Securities and Exchange Commission (the “Registration Statement”) for
the purpose of registering the following: (i) subscription rights
(the “Rights”) to be
distributed to holders of record of the common shares, without par value, in the
capital of the Company (“Common
Shares”) as of the record date for the rights offering (“Rights Offering”), which
Rights entitle the holders to subscribe for shares of Common Shares (the “Shares”) and for warrants
(“Warrants”) to purchase
shares of Common Shares (“Warrant Shares”); (ii) the
Shares; (iii) the Warrants; and (iv) the Warrant Shares.
In
rendering this opinion, we have examined: (i) the Articles of
Amalgamation of the Company, as amended, and By-Laws of the Company, as amended;
(ii) certain resolutions of the Board of Directors of the Company evidencing the
corporate proceedings taken by the Company with respect to the Rights Offering
and to authorize the issuance of the Rights, Shares, Warrants and Warrant
Shares, and (iii) such other documents as we have deemed appropriate or
necessary as a basis for the opinion hereinafter expressed.
In
rendering the opinion expressed below, we assumed the legal capacity of natural
persons signing or delivering any instrument, the authenticity of all documents
and records examined, the conformity with the original documents of all
documents submitted to us as copies, and the genuineness of all
signatures.
Based
upon and subject to the foregoing, and such legal considerations as we deem
relevant, we are of the opinion that:
|
1.
|
The
Rights
have been duly authorized by appropriate corporate action, and when
issued, as contemplated by the Registration Statement, the Rights will be
the valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except to the extent that
enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium, or other similar laws
now or hereafter in effect relating to creditors’ rights generally and (b)
general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in
equity).
|
|
2.
|
The
Shares have been duly authorized by appropriate corporate action, and when
issued and delivered against payment therefor upon due and proper exercise
of the Rights as contemplated by the Registration Statement, the Shares
will be validly issued, fully paid and
non-assessable.
|
|
3.
|
The
Warrants have been duly authorized by appropriate corporate action, and
when issued and delivered upon due and proper exercise of the Rights as
contemplated by the Registration Statement, the Warrants will be valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, except to the extent that enforcement thereof
may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium, or other similar laws now or hereafter in effect
relating to creditors’ rights generally and (b) general principles of
equity (regardless of whether enforceability is considered in a proceeding
at law or in equity).
|
|
4.
|
The
Warrant Shares have been duly authorized by appropriate corporate action,
and when issued and delivered against payment therefor upon due and proper
exercise of the Warrants as contemplated by the Registration Statement,
the Warrant Shares will be validly issued, fully paid and
non-assessable.
|
The
foregoing opinion is based solely on the present laws and applicable regulations
of the Province of Ontario and the laws of Canada in force
therein. We are licensed to practice law only in the Province of
Ontario, and, accordingly, express no opinion as to matters involving the laws
of any other jurisdiction.
We hereby
consent to the filing of this opinion as an Exhibit to the Registration
Statement and to references made to this firm in the Registration Statement and
all amendments thereto. In giving such consent we do not thereby
admit that we are included in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations promulgated thereunder. The opinions set forth in this
letter are based upon the facts in existence and laws in effect on the date
hereof and we expressly disclaim any obligation to update our opinions herein,
regardless of whether changes in such facts or laws come to our attention after
the delivery hereof.
|
Yours
truly,
|
|
| /s/ LaBarge Weinstein P.C. | |
|
LaBarge
Weinstein Professional
Corporation
|