Attached files
Exhibit 5.1
December
1, 2016
Palatin
Technologies, Inc.
4B
Cedar Brook Drive
Cranbury,
New Jersey 08512
Re: Registration
Statement on Form S-3 File No. 333-206047
Ladies
and Gentlemen:
We have
acted as counsel to Palatin Technologies, Inc. (the
“Company”) in
connection with the above referenced Registration Statement on Form
S-3 (the “Registration
Statement”), including the prospectus, dated August
18, 2015, contained therein (the “Base
Prospectus”), relating to the registration under the
Securities Act of 1933, as amended (the “Securities
Act”) of securities of the Company to be offered from
time to time; a Preliminary Prospectus Supplement, dated November
30, 2016, to the Base Prospectus (the “Preliminary
Prospectus
Supplement”); and a Prospectus Supplement, dated
December 1, 2016, to the Base Prospectus (together with the Base
Prospectus and the Preliminary Prospectus Supplement, the
“Prospectus”)
relating to the offer and sale by the Company under the
Registration Statement of an aggregate of $16.5 million in Series A
Units (the “Series A
Units”
or “Units”). Each
Series A Unit consists of (i) one share (each, a
“Share”) of
common stock, $0.01 par value per share, of the Company (the
“Common
Stock”) and (ii) one Series J Warrant to purchase
0.5 of a share of Common Stock at an exercise price equal to $0.80
per share (each, a “Series J
Warrant,” and collectively the “Warrants”).
The Units will be sold pursuant to an Underwriting Agreement, dated
December 1, 2016, by and between the Company and Canaccord Genuity
Inc., as representative of the underwriters listed on Schedule I
attached thereto.
In
rendering this opinion, we have examined the Registration
Statement, the Prospectus, and such other documents and reviewed
such questions of law as we have deemed advisable in order to
render our opinion set forth below. In such examination, we have
assumed the genuineness of all signatures, the legal capacity of
all natural persons, that all parties (other than the Company) had
the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that
all such agreements or instruments have been duly authorized by all
requisite action (corporate or otherwise), executed and delivered
by such parties, that such agreements or instruments are valid,
binding and enforceable obligations of such parties, the
authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us
as certified, conformed or photostatic copies and the authenticity
of the originals of such latter documents. In providing this
opinion, we have further relied as to certain matters on
information obtained from public officials and officers of the
Company.
As a
result of and subject to the foregoing, we are of the opinion
that:
1.
The shares of
Common Stock, when issued and delivered (i) against payment of the
consideration therefor specified in the Underwriting Agreement or
(ii) upon the valid exercise of the Warrants, will be validly
issued, fully paid and non-assessable.
2.
When the Warrants
have been duly executed and delivered by the Company against
payment of the consideration therefor specified in the Underwriting
Agreement, such Warrants will constitute legal, valid, and binding
obligations of the Company.
3.
When the Units have
been duly executed and delivered by the Company against payment of
the consideration therefor specified in the Underwriting Agreement,
such Units will constitute legal, valid, and binding obligations of
the Company.
The
foregoing opinions are qualified to the extent that the
enforceability of any document, instrument, the Units, the shares
of Common Stock or the Warrants may be limited by or subject to
bankruptcy, insolvency, fraudulent transfer or conveyance,
reorganization, moratorium or other similar laws relating to or
affecting creditors’ rights generally, and general equitable
or public policy principles.
Our
opinion expressed above is limited to the General Corporation Laws
of the State of Delaware and laws of the State of New York, in each
case as currently in effect, and we express no opinion as to the
effect on the matters covered by this letter of the laws of any
other jurisdiction.
This
opinion letter is expressly limited to the matters set forth above,
and we render no opinion, whether by implication or otherwise, as
to any other matters relating to the Company, the shares of Common
Stock, the Warrants, the Units, the Registration Statement or the
Prospectus.
We
hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to being named under the caption
“Legal Matters” contained in the Prospectus. In giving
this consent, we do not hereby admit that we are within the
category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the Commission
promulgated thereunder.
Very
truly yours,
/s/
Thompson Hine
LLP
Thompson
Hine LLP