Attached files
file | filename |
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8-K - FORM 8-K - SELLAS Life Sciences Group, Inc. | b85268e8vk.htm |
EX-1.1 - EX-1.1 - SELLAS Life Sciences Group, Inc. | b85268exv1w1.htm |
EX-4.2 - EX-4.2 - SELLAS Life Sciences Group, Inc. | b85268exv4w2.htm |
EX-4.1 - EX-4.1 - SELLAS Life Sciences Group, Inc. | b85268exv4w1.htm |
EX-99.2 - EX-99.2 - SELLAS Life Sciences Group, Inc. | b85268exv99w2.htm |
EX-99.1 - EX-99.1 - SELLAS Life Sciences Group, Inc. | b85268exv99w1.htm |
Exhibit 5.1
March 1, 2011
RXi Pharmaceuticals Corporation
60 Prescott Street
Worcester, MA 01605
60 Prescott Street
Worcester, MA 01605
Re: Registration Statement on Form S-3 of RXi Pharmaceuticals Corporation
Ladies and Gentlemen:
This opinion is furnished to you in connection with the above-referenced registration statement
(the Registration Statement), the base prospectus dated May 21, 2010 (the Base Prospectus), the
preliminary prospectus supplement dated February 28, 2011 (the Preliminary Prospectus) and the
prospectus supplement dated March 1, 2011 (collectively with the Base Prospectus and the
Preliminary Prospectus, the Prospectus). The Prospectus relates to the offering by RXi
Pharmaceuticals Corporation (the Company) of (i) 6,000,000 shares (the Shares) of the
Companys common stock, par value $0.0001 per share (the
Common Stock), (ii) warrants to purchase an aggregate
of
3,000,000 shares (the 13-Month Warrant Shares) of Common Stock exercisable 13 months from the
date of issuance (the 13-Month Warrants), and (iii) warrants to purchase an aggregate of
3,000,000 shares (together with the 13-Month Warrant Shares, the Warrant Shares) of Common
Stock exercisable for five years from the date of issuance (together with the 13-Month Warrants,
the Warrants). The Shares, Warrants and Warrant Shares are covered by the Registration
Statement. We understand that the Shares, Warrants, and Warrant Shares are to be offered and sold
in the manner described in the Prospectus.
We have acted as counsel for the Company in connection with the Shares, Warrants and Warrant
Shares. For purposes of this opinion, we have examined and relied upon such documents, records,
certificates and other instruments as we have deemed necessary.
The opinions expressed below are limited to the Delaware General Corporation Law, including the
applicable provisions of the Delaware Constitution and the reported cases interpreting those laws.
Based upon and subject to the foregoing, we are of the opinion that (i) the Shares, when sold as
described in the Prospectus, will be duly authorized, validly issued, fully paid and
non-assessable, (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 described in the Prospectus, will be valid and legally binding obligations
of the Company, enforceable against the Company in accordance with their terms,
RXi Pharmaceuticals Corporation | March 1, 2011 |
except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws relating to or affecting creditors rights generally and by general equitable
principles (regardless of whether such enforceability is considered in a proceeding at law or in
equity) and implied covenants of good faith and fair dealing, and (iii) the Warrant Shares issued
upon exercise of the Warrants, when issued and sold as described in the Prospectus, will be validly
issued, fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to a Current Report on Form 8-K to be
incorporated by reference in the Registration Statement and to the use of our name under the
caption Legal Matters in the Prospectus contained therein. Our consent shall not be deemed an
admission that we are experts whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Commission thereunder.
This opinion may be used only in connection with the offer and sale of the Shares, Warrants and
Warrant Shares while the Registration Statement remains effective.
Very truly yours, |
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/s/ Ropes & Gray LLP | ||||
Ropes & Gray LLP | ||||
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