Attached files
| file | filename |
|---|---|
| S-1/A - Predictive Oncology Inc. | v162409_s1a.htm |
| EX-23.1 - Predictive Oncology Inc. | v162409_ex23-1.htm |
EXHIBIT
5.1
RICHARDSON
& PATEL LLP
10900
Wilshire Boulevard
Suite
500
Los
Angeles, California 90024
Telephone
(310) 208-1182
Facsimile
(310) 208-1154
October
8, 2009
Biodrain
Medical, Inc.
2060
Centre Pointe Blvd, Suite 7
Mendota
Heights, Minnesota 55120
Re:
Registration on Form S-1 (File No. 333-155299)
Ladies
and Gentlemen:
We have
acted as counsel to Biodrain Medical, Inc. (the "Company") in connection with
the registration with the Securities and Exchange Commission on Form S-1 of
13,030,747 shares of the Company's common stock, par value $0.01 (the "Shares"),
7,101,266 of which are issued, 5,309,386 of which may be issued to certain
selling security holders upon the exercise of certain warrants (the "Warrant
Shares") and up to 620,095 shares of common stock, $0.01 par value, of the
Company, as may be required for issuance upon conversion of the debentures (the
"Conversion Shares"). In connection with this registration, we have reviewed the
proceedings of the Board of Directors of the Company relating to the
registration and the issuance (or the proposed issuance) of the Shares, the
Company's Articles of Incorporation and all amendments thereto, the Bylaws of
the Company and all amendments thereto, and such other documents and matters as
we have deemed necessary to render the following opinion.
Based
upon that review, it is our opinion that the Shares now issued are legally
issued, fully paid, and nonassessable. We are of the further opinion that the
Warrant Shares and Conversion Shares have been duly authorized and, when issued
by the Company upon conversion of the applicable debentures or warrants in
accordance with their terms, will be legally issued, fully paid and
nonassessable.
This
opinion opines upon Minnesota law including the statutory provisions, and
reported judicial decisions interpreting those laws.
We do not
find it necessary for the purposes of this opinion to cover, and accordingly we
express no opinion as to, the application of the securities or blue sky laws of
the various states as to the issuance and sale of the Shares.
We
consent to the use of this opinion in the registration statement filed with the
Securities and Exchange Commission in connection with the registration of the
Shares, to the filing of this opinion as an exhibit, and to the reference
to our firm under the heading "Legal Matters and Interests of Named Experts" in
the registration statement and the prospectus included therein. In giving such
consent, we do not admit that we are "experts" within the meaning of such
term as used in the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission issued thereunder, with
respect to any part of the registration statement, including this opinion as an
exhibit or otherwise.
| Very
truly yours,
/s/
RICHARDSON & PATEL LLP
RICHARDSON
& PATEL LLP
|
||