Attached files

file filename
8-K - FORM 8-K - GALECTIN THERAPEUTICS INCd322145d8k.htm
EX-3.1 - CERTIFICATE OF CHANGE - GALECTIN THERAPEUTICS INCd322145dex31.htm
EX-1.1 - UNDERWRITING AGREEMENT - GALECTIN THERAPEUTICS INCd322145dex11.htm
EX-4.1 - FORM OF WARRANT AGREEMENT - GALECTIN THERAPEUTICS INCd322145dex41.htm
EX-99.1 - PRESS RELEASE - GALECTIN THERAPEUTICS INCd322145dex991.htm

Exhibit 5.1

 

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3993 Howard Hughes Parkway

Suite 600

Las Vegas, Nevada 89169

 

Our File Number: 53303-0001

March 23, 2012

Galectin Therapeutics Inc.

7 Wells Avenue

Newton, Massachusetts 02459

 

  Re: Galectin Therapeutics Inc./Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special Nevada counsel to Galectin Therapeutics Inc., a Nevada corporation (the “Company”), in connection with the registration with the Securities and Exchange Commission (the “Commission”) under a registration statement on Form S-3 (File No. 333-172849) (the “Registration Statement”) for the purpose of registering with the Commission under the Securities Act of 1933, as amended (the “Securities Act”) for sale by the Company (i) 2,318,890 shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”), (ii) 1,159,445 warrants (the “Warrants”) to purchase an equal number of shares of Common Stock, and (iii) 1,159,445 shares (the “Warrant Shares”) of Common Stock to be issued upon exercise of the Warrants. The Shares and Warrants are to be sold and issued in Units, each Unit consisting of two Shares and one Warrant. The Units, Shares, Warrants and Warrant Shares are referred to herein as the “Securities.”

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the Preliminary Prospectus Supplement dated March 5, 2012 and the Prospectus Supplement dated March 22, 2012 related to the registration of the Securities; (iii) the Articles of Incorporation of the Company filed with the Secretary of State of Nevada on January 26, 2001, and as amended by Certificates of Amendment filed on May 10, 2001, May 28, 2004, May 29, 2008, May 27, 2009, and May 26, 2011, and as modified by a Certificate of Change filed on March 1, 2012 and effective as of March 22, 2012; (iv) the Amended and Restated Bylaws of the Company as adopted on April 12, 2001, and amended on May 2, 2001, October 18, 2001, and December 13, 2007; (v) the Warrant Agreement setting forth the terms of the Warrants and including a specimen form of Warrant; (v) a specimen certificate representing the Common Stock, as filed with the Registration Statement; (vii) the Underwriting Agreement between the Company and the underwriter representative named therein; and (viii) certain resolutions of the Board of Directors of the Company relating to the issuance of the Securities, the registration of the Securities under the Securities Act, and such other matters as relevant. We also have examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the

 

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March 23, 2012

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Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company in the documents identified or otherwise, and of public officials.

In our examination we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies. We have relied upon the accuracy and completeness of the information, factual matters, representations, and warranties contained in such documents. In our examination of documents, we have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder, and, other than with respect to the Company, the due authorization by all requisite action, corporate or other, the execution and delivery by all parties of the documents, and the validity and binding effect thereof on such parties.

In rendering the opinions set forth below, we have also assumed that, at or prior to the time of issuance and delivery the Shares and Warrant Shares will have been registered by the transfer agent and registrar of such Securities, and the Warrants will have been registered by the warrant agent. We have also assumed that the Shares and Warrants will be issued in accordance with the terms of the Underwriting Agreement, the Warrants will be issued in accordance with the terms of the Warrant Agreement, and the Warrant Shares will be issued upon exercise of the Warrants in accordance with the terms of the Warrant Agreement.

The opinions set forth below are also subject to the further qualification that the enforcement of any agreements or instruments referenced herein and to which the Company is a party may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

Based upon and subject to the foregoing, we are of the opinion that: (i) the issuance of the Securities has been duly authorized by the Company; (ii) upon issuance of the Shares in accordance with the terms of the Underwriting Agreement, and issuance and delivery of certificates (or book entry notation if not certificated) representing such Shares against payment therefor, the Shares will be validly issued, fully paid, and non-assessable; (iii) upon issuance of the Warrants in accordance with the terms of the Underwriting Agreement and Warrant Agreement, and issuance and delivery of certificates (or book entry notation if not certificated) representing such Warrants against payment therefor, the Warrants will be validly issued; and (iv) upon issuance of the Warrant Shares in accordance with the terms of the Warrants and Warrant Agreement, and issuance and delivery of certificates (or book entry notation if not certificated) representing such Warrant Shares against payment therefor, the Warrant Shares will be validly issued, fully paid, and nonassessable.


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We disclaim any undertaking to advise you of any changes in the facts stated or assumed herein or any changes in applicable law that may come to our attention subsequent to the date hereof.

While certain members of this firm are admitted to practice in certain jurisdictions other than Nevada, in rendering the foregoing opinions we have not examined the laws of any jurisdiction other than Nevada. Accordingly, the opinions we express herein are limited to matters involving the laws of the State of Nevada (excluding securities laws). We express no opinion regarding the effect of the laws of any other jurisdiction or state, including any federal securities laws related to the issuance and sale of the Securities.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and we consent to the reference of our name under the caption “Legal Matters” in the Preliminary Prospectus Supplement and Prospectus Supplement forming a part of the Registration Statement. In giving the foregoing 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 thereunder.

 

Very truly yours,
/s/ Lewis and Roca LLP
LEWIS AND ROCA LLP