Attached files
| file | filename |
|---|---|
| EX-99.3 - Advaxis, Inc. | ex99-3.htm |
| EX-99.2 - Advaxis, Inc. | ex99-2.htm |
| EX-99.1 - Advaxis, Inc. | ex99-1.htm |
| EX-4.1 - Advaxis, Inc. | ex4-1.htm |
| EX-1.1 - Advaxis, Inc. | ex1-1.htm |
| 8-K - Advaxis, Inc. | form8-k.htm |
Exhibit 5.1
September 11, 2018
Advaxis, Inc.
305 College Road East
Princeton, NJ 08540
Re: Securities Registered under Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-3 (File No. 333-226988) (as amended or supplemented, the “Registration Statement”) filed on August 23, 2018 with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offer by Advaxis, Inc., a Delaware corporation (the “Company”) of up to $250,000,000 of any combination of securities of the types specified therein. The Registration Statement was declared effective by the Commission on August 30, 2018. Reference is made to our opinion letter dated August 23, 2018 and included as Exhibit 5.1 to the Registration Statement. We are delivering this supplemental opinion letter in connection with the prospectus supplement (the “Prospectus Supplement”) filed on September 10, 2018, by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company of up to an aggregate (i) 16,666,666 shares (the “Shares”) of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”) and warrants (the “Warrants”) to purchase 14,166,666 shares of Common Stock (the “Warrant Shares”) covered by the Registration Statement. The Shares and Warrants are being sold to the several underwriters named in, and pursuant to, an underwriting agreement among the Company and such underwriters (the “Underwriting Agreement”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below and on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law and the law of New York.
Based on the foregoing, we are of the opinion that:
| 1. | The Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and non-assessable. | |
| 2. | The Warrants have been duly authorized and executed by the Company and, when delivered and paid for in accordance with the terms of the Underwriting Agreement, will be valid and binding obligations of the Company. | |
| 3. | Assuming sufficient authorized but unissued shares of Common Stock are available for issuance when the Warrants are exercised, the Warrant Shares, when issued upon exercise of the Warrants in accordance with the terms of the Warrants, will be validly issued, fully paid and non-assessable. |
The opinions expressed above are subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. 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.
| Very truly yours, | |
| /s/ GOODWIN PROCTER LLP | |
| GOODWIN PROCTER LLP |