Attached files
file | filename |
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S-1/A - AMENDMENT NO. 1 TO FORM S-1 - MABVAX THERAPEUTICS HOLDINGS, INC. | mbvxs1a_jan2018.htm |
EX-23.1 - CONSENTS OF EXPERTS AND COUNSEL - MABVAX THERAPEUTICS HOLDINGS, INC. | ex23-1.htm |
Exhibit
5.1
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January
18, 2018
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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 Number 333-222069)
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.
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 our examination mentioned above, we are
of the opinion that the securities being sold pursuant to the
Registration Statement consisting of (i) 465,569
shares of common stock (the
“Outstanding Shares”) and (ii) 6,500,000 shares of
common stock issuable upon conversion of outstanding shares of
Series K Convertible Preferred Stock (the “K Conversion
Shares”) are duly authorized and (a) with respect to the
Outstanding Shares, legally and validly issued, fully paid and
non-assessable, and (b) with respect to the K Conversion Shares,
will be, when issued in the manner described in the Registration
Statement, legally and validly issued, fully paid and
non-assessable.
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.
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Very truly yours,
/s/ Sichenzia Ross Ference Kesner LLP
Sichenzia Ross Ference Kesner LLP
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