Attached files
Exhibit 5.1
August
14, 2017
MabVax
Therapeutics Holdings, Inc.
11535
Sorrento Valley Road
Suite
400
San
Diego, CA 92121
Re:
MabVax Therapeutics Holdings, Inc.
Ladies
and Gentlemen:
We have
acted as special counsel for MabVax Therapeutics Holdings, Inc., a
Delaware corporation (the “Company”), in connection
with the preparation and filing of the prospectus supplement, dated
August 14, 2017 (the “Prospectus
Supplement”), filed with the Securities and
Exchange Commission (the “Commission”) pursuant to
Rule 424(b) of the rules and regulations of the Securities Act. The
Company filed a Registration Statement on Form S-3, File No.
333-219291 (the “Registration Statement”)
and the base prospectus included therein with the Commission on
July 14, 2017, as amended on July 21, 2017. The base prospectus
together with the prospectus supplement are collectively referred
to as the Prospectus.
The
Prospectus Supplement pertains to a registered direct offering (the
“Offering”) by the Company
of 3,400 shares (the “Shares”) of the
Company’s Series J Preferred Stock, convertible into
3,400,000 shares of common stock, par value $0.01 per share (the
“Conversion
Shares”) pursuant to certain Securities Purchase
Agreement entered into by and between the Company and the certain
accredited investors (the “SPA”).
We
understand that the Shares are to be sold, as described in the
Registration Statement, the Prospectus and the Prospectus
Supplement, pursuant to the SPA filed as Exhibit 10.1 to the Current
Report on Form 8-K to which this opinion is attached as
Exhibit
5.1.
In
connection with this opinion, we have examined the Registration
Statement, the Prospectus and the Prospectus Supplement. We also
have examined such corporate records, certificates and other
documents and such questions of law as we have considered necessary
or appropriate for the purpose of this opinion. We have assumed:
(A) the genuineness and authenticity of all documents submitted to
us as originals and (B) the conformity to originals of all
documents submitted to us as copies thereof. As to certain factual
matters, we have relied upon certificates of officers of the
Company and have not sought independently to verify such
matters.
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 and Conversion Shares has been duly
authorized and, when issued and sold in the manner described in the
Registration Statement, the Prospectus, the Prospectus Supplement
and in accordance with the terms and conditions of the SPA and, as
applicable, the Series J Certificate of Designation, the Shares and
Conversion Shares will be validly issued, fully paid and
non-assessable.
We
hereby consent to the inclusion of this opinion as Exhibit 5.1 to the
Company’s Current Report on Form 8-K dated August 14, 2017
and to the references to our firm therein and in the Prospectus and
the Prospectus Supplement under the caption “Legal
Matters.” In giving our 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
thereunder.
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Very
truly yours,
/s/
Sichenzia Ross Ference Kesner LLP
Sichenzia
Ross Ference Kesner LLP
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