Attached files
| file | filename |
|---|---|
| S-1/A - FORM S-1/A - Phio Pharmaceuticals Corp. | b88518a2sv1za.htm |
| EX-5.1 - EX-5.1 - Phio Pharmaceuticals Corp. | b88518a2exv5w1.htm |
| EX-3.1 - EX-3.1 - Phio Pharmaceuticals Corp. | b88518a2exv3w1.htm |
| EX-23.1 - EX-23.1 - Phio Pharmaceuticals Corp. | b88518a2exv23w1.htm |
| EX-10.14 - EX-10.14 - Phio Pharmaceuticals Corp. | b88518a2exv10w14.htm |
| EX-10.13 - EX-10.13 - Phio Pharmaceuticals Corp. | b88518a2exv10w13.htm |
| EX-10.15 - EX-10.15 - Phio Pharmaceuticals Corp. | b88518a2exv10w15.htm |
Exhibit 8.1
[TroyGould PC Letterhead]
1801 Century Park East, 16th Floor
Los Angeles, California 90067
1801 Century Park East, 16th Floor
Los Angeles, California 90067
| File No. 1855-31 | ||
| December 28, 2011 |
Galena
Biopharma, Inc.
RXi Pharmaceuticals Corporation
310 N. State Street
Suite 208
Lake Oswego, Oregon 97034
RXi Pharmaceuticals Corporation
310 N. State Street
Suite 208
Lake Oswego, Oregon 97034
Ladies and Gentlemen:
We
have acted as tax counsel in connection with the proposed
distribution by Galena Biopharma,
Inc., a Delaware corporation (the “Company”), of shares of the common stock, $0.0001 par value, of
RXi Pharmaceuticals Corporation, a Delaware corporation (“RXi”). The distribution is to be made
pursuant to the Registration Statement (Registration No. 333-177498) on Form S-1 (the “Registration
Statement”) filed by RXi with the Securities and Exchange Commission.
In rendering this opinion, we have examined the Registration Statement, including the
prospectus contained therein (the “Prospectus”). We also have examined, and have relied, as to
matters of fact, upon originals, duplicates or certified or conformed copies, of such records,
agreements, documents and other instruments and such certificates or comparable documents of public
officials and of officers and representatives of the Company, and have made such other and further
investigations, as we have deemed necessary or appropriate as a basis for the opinion hereinafter
set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of
natural persons, the authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or certified or conformed copies,
and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations
stated herein, the discussion set forth in the Prospectus under the caption “Material United States
Federal Tax Considerations,” to the extent that it states matters of United States federal tax law
or legal conclusions and subject to the qualifications therein, constitutes the opinion of
TroyGould PC.
We do not express any opinion herein concerning any law other than the federal tax law of the
United States.
Galena
Biopharma, Inc.
RXi Pharmaceuticals Corporation
RXi Pharmaceuticals Corporation
Page 2
We hereby consent to the filing of this opinion with the Securities and Exchange Commission as
an exhibit to the Registration Statement and to the references to our firm in the Prospectus under
the heading “Material United States Federal Tax Considerations.”
| Very truly yours, | ||
| /s/ TroyGould
PC |
||
| TroyGould PC |