Attached files
| file | filename |
|---|---|
| S-1/A - FORM S-1/A - Protea Biosciences Group, Inc. | v407408_s1a.htm |
| EX-23.1 - EXHIBIT 23.1 - Protea Biosciences Group, Inc. | v407408_ex23-1.htm |
Exhibit 5.1
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April 16, 2015
To the Board of Directors
Protea Biosciences Group, Inc.
955 Hartman Run Road
Morgantown, West Virginia 26505
| Re: | Protea Biosciences Group, Inc. |
Amendment No. 1 to Registration Statement on Form S-1, File No. 333-202114
Ladies and Gentlemen:
We are acting as counsel to Protea Biosciences Group, Inc., a Delaware corporation (the “Company”), in connection with the filing with the Securities and Exchange Commission (the “Commission”), under the Securities Act of 1933, as amended (the “Securities Act”), of Amendment No. 1 to the Registration Statement on Form S-1, File No. 333-202114 (the “Registration Statement”), relating to the offer and sale pursuant to the Registration Statement, by the selling stockholders identified in the Registration Statement (the “Selling Stockholders”), of up to 45,117,618 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), consisting of (a) 30,286,520 outstanding shares of Common Stock and (b) 14,831,098 shares of Common Stock issuable upon exercise of Common Stock purchase warrants.
You have requested our opinion as to the matters set forth below in connection with the issuance of the Shares. For purposes of rendering this opinion, we are familiar with the Registration Statement, and we have examined the Company’s Certificate of Incorporation, as amended to date, the Company’s Bylaws, as amended to date, and corporate actions of the Company that provided for the issuances of the Shares. We have also examined such other documents, certificates, instruments and corporate records, and such statutes, decisions and questions of law as we have deemed necessary or appropriate for the purpose of this opinion. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinion, we have also relied on statements of an officer of the Company.
Based upon and subject to the foregoing, it is our opinion that:
| 1. | the 30,286,520 Shares outstanding have been validly issued and are fully paid and non-assessable; and |
| 2. | the 14,831,098 Shares issuable upon exercise of Common Stock purchase warrants will, when duly issued upon exercise of said Common Stock purchase warrants against payment therefor as provided therein, be validly issued, fully paid and non-assessable. |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus constituting a part thereof.
| Very truly yours, | |
| /s/ CKR Law LLP | |
| CKR Law LLP |
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