Attached files
file | filename |
---|---|
8-K - FORM 8-K - Cyclacel Pharmaceuticals, Inc. | c19538e8vk.htm |
EX-4.1 - EXHIBIT 4.1 - Cyclacel Pharmaceuticals, Inc. | c19538exv4w1.htm |
EX-1.1 - EXHIBIT 1.1 - Cyclacel Pharmaceuticals, Inc. | c19538exv1w1.htm |
EX-99.1 - EXHIBIT 99.1 - Cyclacel Pharmaceuticals, Inc. | c19538exv99w1.htm |
Exhibit 5.1
Chrysler Center 666 Third Avenue New York, NY 10017 212-935-3000 212-983-3115 fax www.mintz.com |
June 30, 2011
Cyclacel Pharmaceuticals, Inc.
200 Connell Drive, Suite 1500
Berkeley Heights, New Jersey 07922
200 Connell Drive, Suite 1500
Berkeley Heights, New Jersey 07922
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Prospectus Supplement, dated June 30,
2011 (the Prospectus Supplement), to a Registration Statement on Form S-3 (File No. 333-173291)
(the Registration Statement) filed by Cyclacel Pharmaceuticals, Inc. (the Company) with the
Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended
(the Securities Act), relating to the sale of an aggregate of 7,617,646 units in an underwritten
offering (the Offering) at a purchase price of $1.36 per unit (each, a Unit). Each Unit
consists of (i) one share of the Companys common stock, par value $0.001 per share (the Common
Stock), and (ii) one warrant to purchase 0.5 of one share of Common Stock (each, a Warrant, and
collectively, the Warrants), and the shares of Common Stock issuable upon exercise of the
Warrants (the Warrant Shares and, together with the Warrants and the Common Stock, the
Securities), pursuant to an underwriting agreement (the Underwriting Agreement) by and between
the Company and Leerink Swann LLC and Lazard Capital Markets LLC, dated June 30, 2011. The
Underwriting Agreement and the form of Warrant have been filed as exhibits 1.1 and 4.1,
respectively, to a Current Report on Form 8-K dated June 30, 2011, as filed with the Commission on
the date hereof.
In connection with this opinion, we have examined and relied upon the Companys Amended and
Restated Certificate of Incorporation and the Companys Amended and Restated Bylaws, each as
amended to the date hereof and as currently in effect; the minutes of all pertinent meetings of
directors of the Company relating to the Registration Statement, the Prospectus Supplement and the
transactions contemplated thereby; such other records of the corporate proceedings of the Company
and certificates of the Companys officers as we deemed relevant for the purposes of rendering the
opinions set forth in this letter; the Registration Statement and the exhibits filed thereto with
the Commission; the Prospectus Supplement; the Underwriting Agreement; and the Warrants.
In our examination, we have assumed: (i) the authenticity of original documents and the
genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to
us as copies; (iii) the truth, accuracy and completeness of the information, representations and
warranties contained in the records, documents, instruments and certificates we have reviewed; (iv)
the legal capacity of natural persons; and (v) the due execution and delivery of all documents,
where due execution and delivery are a prerequisite to the effectiveness thereof.
Based upon the foregoing, and subject to the limitations set forth below, we are of the
opinion that: (i) the Common Stock, when issued by the Company and delivered by the Company against
payment therefor as contemplated by the Underwriting Agreement, will be duly and 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 contemplated by the Underwriting Agreement, will be
valid and legally binding obligations of the Company, enforceable against the Company in accordance
with their terms, ; and (iii) the Warrant Shares, when issued by the Company and delivered by the
Company against payment therefor as contemplated by the Warrants, will be duly and validly issued,
fully paid and non-assessable.
Mintz Levin Cohn Ferris Glovsky and Popeo P.C.
New York | Washington | Boston | Stamford | Los Angeles | Palo Alto | San Diego | London
New York | Washington | Boston | Stamford | Los Angeles | Palo Alto | San Diego | London
Mintz Levin Cohn Ferris Glovsky and Popeo P.C.
Our opinion that any document is legal, valid and binding is qualified as to:
(a) limitations imposed by bankruptcy, insolvency, reorganization, arrangement, fraudulent
conveyance, moratorium or other laws relating to or affecting the rights of creditors generally;
(b) rights to indemnification and contribution, which may be limited by applicable law or
equitable principles; and
(c) general principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing, and the possible unavailability of specific
performance or injunctive relief and limitation of rights of acceleration, regardless of whether
such enforceability is considered in a proceeding in equity or at law.
Our opinions are limited to the General Corporation Laws of the State of Delaware (including
the applicable provisions of the Delaware Constitution and the reported judicial decisions
interpreting such laws) and the United States federal laws, and we express no opinion with respect
to the laws of any other jurisdiction. No opinion is expressed herein with respect to the
qualification of the Common Stock under the securities or blue sky laws of any state or any foreign
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 letter, that the laws of such
jurisdiction are identical to the state laws of the State of Delaware.
Please note that we are opining only as to the matters expressly set forth herein, and no
opinion should be inferred as to any other matters. This opinion letter is based upon currently
existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to
advise you of any change in any of these sources of law or subsequent legal or factual developments
which might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act with the Commission as an exhibit to the
Current Report on Form 8-K to be filed by the Company in connection with the issue and sale of the
Securities and to the use of our name in the above-referenced Prospectus Supplement under the
caption Legal Matters. In giving such consent, we do not hereby 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.
Very truly yours, | ||||
/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
|