Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - PALATIN TECHNOLOGIES INC | ptn_8k.htm |
| EX-1.1 - EQUITY DISTRIBUTION AGREEMENT - PALATIN TECHNOLOGIES INC | ptn_ex11.htm |
Exhibit 5.1
[Letterhead
of Thompson Hine LLP]
April
20, 2018
Palatin
Technologies, Inc.
4B
Cedar Brook Drive
Cranbury,
New Jersey 08512
Ladies
and Gentlemen:
We have
acted as counsel to Palatin Technologies, Inc., a Delaware
corporation (the “Company”), and
you have requested our opinion with respect to certain matters in
connection with the offering by the Company of the number of
authorized but unissued shares having aggregate sale proceeds of up
to $25 million (the “Shares”) of
the Company’s common stock, par value $0.01, registered and
to be issued pursuant to the Registration Statement on Form S-3
(File No. 333-206047) originally filed with the U.S. Securities and
Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the
“Securities
Act”), on August 3, 2015 (the “Registration
Statement”), the related prospectus, dated August 18,
2015, included in the Registration Statement (the
“Base Prospectus”),
and the prospectus supplement to be filed with the Commission
pursuant to Rule 424(b) of the rules and regulations of the Act
(the “Prospectus
Supplement”). The Base Prospectus and the Prospectus
Supplement are collectively referred to as the “Prospectus.”
The Shares are to be sold by the Company in accordance with the
Equity Distribution Agreement (the “Agreement”),
dated April 20, 2018, by and between the Company and Canaccord
Genuity LLC, as described in the Prospectus
Supplement.
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 Company is
validly existing as a corporation under the laws of the State of
Delaware.
2.
The Shares to be
issued pursuant to the Agreement have been duly authorized for
issuance, and upon the issuance and delivery of the Shares against
payment of the consideration therefor in accordance with the terms
of the Agreement, the Shares will be validly issued, fully paid and
non-assessable.
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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, 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
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