Attached files
| file | filename |
|---|---|
| S-1/A - FORM S-1/A AMENDMENT NO. 4 - GUIDED THERAPEUTICS INC | gthps1a221238411217.htm |
| EX-23.1 - CONSENTS OF EXPERTS AND COUNSEL - GUIDED THERAPEUTICS INC | ex23one.htm |
| EX-10.48 - MATERIAL CONTRACTS - GUIDED THERAPEUTICS INC | ex10fortyeight.htm |
| EX-10.47 - MATERIAL CONTRACTS - GUIDED THERAPEUTICS INC | ex10fortyseven.htm |
| EX-4.32 - INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING INDENTURES INSTRU - GUIDED THERAPEUTICS INC | ex4thirtytwo.htm |
| EX-3.3 - ARTICLES OF INCORPORATION / BYLAWS - GUIDED THERAPEUTICS INC | ex3three.htm |
Exhibit 5.1
June 7, 2017
Guided
Therapeutics, Inc.
5835 Peachtree Corners East, Suite D
Norcross, Georgia 30092
5835 Peachtree Corners East, Suite D
Norcross, Georgia 30092
Re: Registration on Form S-1 of
shares of Preferred Stock, Conversion Shares, Warrants, and
Warrant Shares of Guided Therapeutics, Inc.
Ladies
and Gentlemen:
We have acted as counsel for Guided Therapeutics, Inc., a Delaware
corporation (the “Company”), in connection with
issuance and sale of up to 5,000 shares (each, a
“Preferred Share”) of the Company’s Series
D Convertible Preferred Stock, par value $0.001 per share (the
“Preferred Stock”), initially convertible into
an aggregate of up to 31,250,000 shares (with an additional
7,500,000 shares which may be issuable upon conversion of the
Preferred Stock for any accrued but unpaid dividends as of such
conversion, the “Conversion Shares”) of the
Company’s common stock, par value $0.001 per share (the
“Common Stock”), and warrants (each, a
“Warrant”) to purchase a number of shares of
Common Stock equal to 100% of the number of Conversion Shares
issuable upon conversion of a Preferred Share (the
“Warrant Shares” and, together with the
Preferred Shares, the Conversion Shares and the Warrants, the
“Securities”), in each case as described in the
Registration Statement on Form S-1 (the “Registration
Statement”) filed by the Company to effect registration
of the Securities under the Securities Act of 1933 (the
“Securities Act”) and to which this opinion has
been filed as an exhibit. We understand that the Preferred Shares
and Warrants will be immediately separable and will be issued
separately, but will be purchased together in connection with such
issuance and sale.
In connection with the opinions expressed herein, we have examined
such documents, records and matters of law as we have deemed
relevant or necessary for purposes of such opinions. Based upon the
foregoing and subject to the further assumptions, qualifications
and limitations set forth herein, we are of the opinion that:
1. | The Preferred Stock, when issued and delivered in the manner
described in the Registration Statement against payment of the
consideration therefor, will be validly issued, fully paid and
nonassessable. |
2. | The Conversion Shares, when issued upon the conversion of the
Preferred Shares pursuant to the terms and conditions of the
certificate of designations governing the Preferred Stock, will be
validly issued, fully paid and nonassessable. |
3. | The Warrants, when issued and sold in accordance with and in
the manner described in the Registration Statement, will constitute
valid and binding obligations of the Company. |
4. | The Warrant Shares, when issued upon exercise of the Warrants
pursuant to the terms and conditions of the Warrants, will be
validly issued, fully paid and nonassessable. |
The opinion in paragraph 3 is limited by (i) bankruptcy,
insolvency, reorganization, fraudulent transfer and fraudulent
conveyance, voidable preference, moratorium or other similar laws
and related regulations or judicial doctrines from time to time in
effect relating to or affecting creditors’ rights generally,
and (ii) by general equitable principles and public policy
considerations, whether such principles and considerations are
considered in a proceeding at law or equity.
As to facts material to the opinions and assumptions expressed
herein, we have relied upon oral or written statements and
representations of officers and other representatives of the
Company and others. The opinions expressed herein are limited to
the laws of the State of New York and the General Corporation Law
of the State of Delaware, in each case as currently in effect, and
we express no opinion as to the effect of the laws of any other
jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement and to the reference to Jones Day under
the caption “Legal Matters” in the prospectus
constituting a part of the Registration Statement. In giving such
consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Securities
and Exchange Commission promulgated thereunder.
Very truly yours, | |
/s/ Jones Day |