Attached files

file filename
8-K - CURRENT REPORT - NAVIDEA BIOPHARMACEUTICALS, INC.v333332_8k.htm
EX-1.1 - UNDERWRITING AGREEMENT - NAVIDEA BIOPHARMACEUTICALS, INC.v333332_ex1-1.htm
EX-99.1 - PRESS RELEASE - NAVIDEA BIOPHARMACEUTICALS, INC.v333332_ex99-1.htm

 

Exhibit 5.1

 

Porter Wright    
Morris & Arthur LLP    
41 South High Street   January 31, 2013
Suites 2800-3200  
Columbus, Ohio 43215-6194   Navidea Biopharmaceuticals, Inc.
    425 Metro Place North
Direct: (614) 227-2000   Suite 450
Fax: 614-227-2100   Dublin, OH 43017-1367
Toll free: 800-533-2794    
    Ladies and Gentlemen:
     
    With respect to the Registration Statement on Form S-3 (Registration No. 333-173752) (the “Registration Statement”), including the prospectus constituting a part thereof, dated May 9, 2011, as supplemented by the final prospectus supplement dated January 29, 2013 (collectively, the “Prospectus”), filed with the Securities and Exchange Commission by Navidea Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), under the Securities Act of 1933, as amended, relating to the registration of 1,542,389 shares (the "Shares") of the Company’s common stock, $0.001 par value per share, we advise you as follows:
     
    We are counsel for the Company and have participated in the preparation of the Registration Statement and Prospectus. We have reviewed the Company’s Amended and Restated Certificate of Incorporation, as corrected and amended, the Company’s Amended and Restated By-Laws, the corporate action taken to date in connection with the Registration Statement and the registration of the Shares, the Prospectus, and such other documents and authorities as we deem relevant for the purpose of this opinion.
     
    Based upon the foregoing and in reliance thereon, we are of the opinion that when the Shares covered by the Registration Statement shall have been issued and sold as described in the Registration Statement and Prospectus, the Shares will be validly issued, fully paid and nonassessable.
     
    We are opining herein only as to the effect of the federal laws of the United States, the Delaware General Corporation Law, including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting those laws, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.

 

 
 

 

January 31, 2013

Page 2

 

We consent to the deemed incorporation by reference of this opinion into the Registration Statement and to the references to our firm therein.

 

Very truly yours,

 

/s/ Porter Wright Morris & Arthur LLP

 

PORTER WRIGHT MORRIS & ARTHUR LLP