Attached files
May
8, 2017
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: MabVax Therapeutics Holdings, Inc., Form S-1 Registration
Statement (File No. 333-216016)
Ladies and Gentlemen:
We
refer to the above-captioned registration statement on Form S-1
(the “Registration
Statement”) under the Securities Act of 1933, as
amended (the “Act”), filed by MabVax
Therapeutics Holdings, Inc., a Delaware corporation (the
“Company”), with the
Securities and Exchange Commission.
The
Registration Statement pertains to an underwritten offering and
relates to the issuance and sale by the Company of shares of common
stock, par value $0.01 per share, of the Company (the
“Common
Stock”),
shares of Series G Preferred Stock, par value $0.01, of the Company
(the “Preferred
Stock”), and
shares of Common
Stock issuable upon conversion of the Preferred Stock, par value
$0.01 per share (the “Conversion
Shares” and,
together with the Common Stock and Preferred Stock, the
“Shares”). We
understand that the Shares are to be sold as described in the
Registration Statement.
We have
examined the originals, photocopies, certified copies or other
evidence of such records of the Company, certificates of officers
of the Company and public officials, and other documents as we have
deemed relevant and necessary as a basis for the opinion
hereinafter expressed. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as certified copies or photocopies and the
authenticity of the originals of such latter
documents.
Based
on the foregoing, and subject to the assumptions, limitations and
qualifications set forth herein, we are of the opinion that the
issuance and sale of the Shares has been duly authorized and, when
issued and sold in the manner described in the Registration
Statement, the Shares will be validly issued, fully paid and
non-assessable.
Without
limiting any of the other limitations, exceptions and
qualifications stated elsewhere herein, we express no opinion with
regard to the applicability or effect of the laws of any
jurisdiction other than the Delaware General Corporation Law (based
solely upon our review of a standard compilation thereof) as in
effect as of the date hereof. This opinion letter deals
only with the specified legal issues expressly addressed herein,
and you should not infer any opinion that is not explicitly stated
herein from any matter addressed in this opinion
letter.
We
hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under
“Legal Matters” in the related Prospectus. 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 Act, or the rules and regulations of the Securities and
Exchange Commission.
Very
truly yours,
Sichenzia Ross Ference Kesner
LLP
