Attached files
Exhibit 5.1
[Letterhead of Thompson Hine LLP]
February 18, 2011
Palatin Technologies, Inc.
4C Cedar Brook Drive
Cranbury, New Jersey 08512
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Re:
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Palatin Technologies, Inc. Registration Statement on Form S-1
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Ladies and Gentlemen:
We have acted as counsel to Palatin Technologies, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing of a Registration Statement on Form S-1, Registration No. 333-170227 (the "Registration Statement"), under the Securities Act of 1933, as amended, with respect to the offering and sale of (1) up to $23,000,000 in units (the "Units"), each Unit consisting of (i) shares of the Company's common stock, par value $0.01 per share ("Common Stock"), (ii) Series A warrants (the "Series A Warrants") to purchase a set number of shares of Common Stock, and (iii) Series B warrants (the "Series B Warrants") to purchase a set number of shares of Common Stock to be offered and sold by the Company, (2) shares of Common Stock issuable upon exercise of the Series A Warrants, and (3) warrants (the "Underwriter Warrants") to purchase a set number of shares of Common Stock to be issued by the Company to the underwriters as additional compensation for their services rendered in connection with this offering. The Series A Warrants, the Series B Warrants and the Underwriter Warrants are hereinafter collectively referred to as the "Warrants." The shares of Common Stock to be issued by the Company as components of the Units are hereinafter collectively referred to as the "Shares," and the shares of Common Stock to be issued by the Company upon the exercise of the Series A Warrants are hereinafter referred to as the "Warrant Shares." The Shares, the Warrants and the Warrant Shares are hereinafter collectively referred to as the "Securities."
Item 601 of Regulation S-K and the instructions to Form S-1 require that an opinion of counsel concerning the legality of the securities to be registered be filed as an exhibit to a Form S-1 registration statement if the securities are original issue shares. This opinion is provided in satisfaction of that requirement as it relates to the Registration Statement.
In rendering this opinion, we have examined the Registration Statement and such other records, instruments and documents as we have deemed advisable in order to render this opinion. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents.
As a result of the foregoing, we are of the following opinion:
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1.
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The Shares are duly authorized and, when issued, paid for by the underwriters as described in the Registration Statement and delivered by the Company pursuant to the underwriting agreement, will be validly issued, fully paid and nonassessable.
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2.
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The Warrants, when duly executed and delivered by the Company in the manner and for the consideration set forth in the Registration Statement, the underwriting agreement and applicable warrants and warrant agreements, will constitute valid, legal and binding
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obligations of the Company, enforceable against the Company in accordance with their terms.
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3.
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The Warrant Shares are duly authorized and, when issued, paid for and delivered by the Company upon the due exercise of the Series A Warrants, will be validly issued, fully paid and nonassessable.
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The foregoing opinions are qualified to the extent that the enforceability of any document, instrument or the Securities may be limited by or subject to bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally, and general equitable or public policy principles.
In providing this opinion, we have relied as to certain matters on information obtained from public officials and officers of the Company.
Our opinion expressed above is limited to the General Corporation Laws of the State of Delaware, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction. To the extent that any applicable document is stated to be governed by the laws of another jurisdiction, we have assumed for purposes of this opinion that the laws of such jurisdiction are identical to the laws of the State of Delaware.
The information set forth herein is as of the date hereof. We assume no obligation to supplement this opinion letter if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof. Our opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Securities or the Registration Statement.
Our opinion is intended solely for the benefit of the Company and its stockholders and may not be relied upon for any other purpose or by any other person or entity or made available to any other person or entity without our prior written consent, except that we hereby consent to being named in the Registration Statement, and in the prospectus related thereto, as counsel for the Company who has opined as to the legality of the Securities that are the subject of the Registration Statement. We further consent to the use and filing of this opinion in connection with the Registration Statement.
Very truly yours,
/s/ Thompson Hine LLP
Thompson Hine LLP