Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - MABVAX THERAPEUTICS HOLDINGS, INC. | mbvx8k_oct102017.htm |
| EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT - MABVAX THERAPEUTICS HOLDINGS, INC. | ex10-1.htm |
Exhibit
5.1
October
11, 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
October 10, 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 July 21, 2017, and declared effective
July 27, 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 769,231 shares (the “Shares”) of the
Company’s common stock, par value $0.01 per share (the
“Common
Stock”) pursuant to certain Subscription Agreements
entered into by and between the Company and the certain accredited
investors (the “Subscription
Agreements”).
We
understand that the Shares are to be sold, as described in the
Registration Statement, the Prospectus and the Prospectus
Supplement, pursuant to the Subscription Agreement 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 has been duly authorized and, when
issued and sold in the manner described in the Registration
Statement, the Prospectus and the Prospectus Supplement and in
accordance with the terms and conditions of the Subscription
Agreement, the 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 October 11, 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.
|
|
Very
truly yours,
/s/
Sichenzia Ross Ference Kesner LLP
Sichenzia
Ross Ference Kesner LLP
|