Attached files
Exhibit 5.1
December
11, 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
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 a
best-efforts, self-underwritten offering (the
“Offering”) and relates to the issuance and sale by the
Company of up to $2,500,000 shares of common stock, par value $0.01
per share, of the Company (“Common
Stock”). We understand that the shares of Common
Stock 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 of
Common Stock has been duly authorized and, when the
Registration Statement becomes effective under the Act, when the
terms of the subscription agreements under which the Shares are to
be issued (collectively, the “Subscription Agreement”)
are duly established and the Subscription Agreement is duly
executed and delivered, and when the Offering is completed as
contemplated by the Registration
Statement, the shares of Common Stock 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,
/s/
Sichenzia Ross Ference Kesner LLP
Sichenzia
Ross Ference Kesner LLP