Attached files

file filename
S-1/A - Adamis Pharmaceuticals Corpadmp-s1a_120913.htm
EX-3.3 - CERTIFICATE OF AMENDMENT TO THE - Adamis Pharmaceuticals Corpex3-3.htm
EX-1.1 - 3,100,000 SHARES - Adamis Pharmaceuticals Corpex1-1.htm
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - Adamis Pharmaceuticals Corpex23-1.htm
EX-4.2 - FORM OF REPRESENTATIVE S WARRANT AGREEMENT - Adamis Pharmaceuticals Corpex4-2.htm

Exhibit 5.1

 

 

December 9, 2013

 

 

 

 

Adamis Pharmaceuticals Corporation

11455 El Camino Real, Suite 310

San Diego, CA 92130

 

 

 

Ladies and Gentlemen:

 

We have acted as counsel to Adamis Pharmaceuticals Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), of a Registration Statement on Form S-1 (File No. 333-192372) (as amended through the date hereof, the “Registration Statement”) pertaining to the issuance and sale by the Company of up to 3,565,000 shares of common stock, $0.0001 par value (the “Shares”), including Shares issuable upon the exercise of an over-allotment option granted by the Company to the underwriters to purchase additional shares. The Shares are to be sold by the Company pursuant to a purchase agreement (the “Underwriting Agreement”) to be entered into by and among the Company and CRT Capital Group LLC, the form of which has been filed as Exhibit 1.1 to the Registration Statement. The Company is also registering warrants to purchase up to 178,250 shares of common stock of the Company to be issued to the representative of the underwriters as additional compensation pursuant to the Underwriting Agreement (the “Underwriter’s Warrant”), as well as the shares of Common Stock issuable upon exercise of the Underwriter’s Warrant (the “Underwriter’s Warrant Shares”).

 

In rendering the opinion set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable.

 

In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all items submitted to us as originals, the conformity with originals of all items submitted to us as copies, and the authenticity of the originals of such copies. 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 and public officials.

 

Based upon and subject to the foregoing, we are of the opinion that: (i) the Shares have been duly authorized for issuance and, when issued, delivered and paid for in accordance with the terms of the Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable; (ii) the Underwriter’s Warrant, when executed and delivered by the Company in accordance with and in the manner described in the Registration Statement and the Underwriting Agreement, will be validly issued and will constitute a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors’ rights generally and equitable principles of general applicability; and (iii) the Underwriter’s Warrant Shares, when issued and sold by the Company and delivered by the Company upon valid exercise thereof and against receipt of the exercise price therefor, in accordance with and in the manner described in the Registration Statement and the Underwriter’s Warrant, will be validly issued, fully paid and non-assessable.

 

We consent to the inclusion of this opinion as an exhibit to the Registration Statement and further consent to all references to us under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not 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.

 

This opinion is limited to matters governed by the California Corporations Code and the laws of the State of California, and the General Corporation Law of the State of Delaware.

 

 

Very truly yours,

 

/s/ WEINTRAUB TOBIN CHEDIAK COLEMAN GRODIN

 

 

WEINTRAUB TOBIN CHEDIAK COLEMAN GRODIN

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