Attached files
| file | filename |
|---|---|
| S-1 - Inspyr Therapeutics, Inc. | v162316_s1.htm |
| EX-23.1 - Inspyr Therapeutics, Inc. | v162316_ex23-1.htm |
THE
SILVESTRE LAW GROUP, P.C.
31200 Via
Colinas, Suite 200
Westlake
Village, CA 91362
(818)
597-7552
Fax (818)
597-7551
October
13, 2009
GenSpera,
Inc.
2511 N
Loop 1604 W, Suite 204
San
Antonio, TX 78258
Ladies
and Gentlemen:
We have
acted as counsel for GenSpera, Inc., a Delaware corporation (the “Company”) in
connection with the registration statement on Form S-1 filed by the Company with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended (the “Securities Act”), for the registration and sale from time to
time of up to 10,965,791 shares (the “Shares”) of common stock, par value $0.001
per share, of the Company (the “Common Stock”) of which 7,233,688 have
previously been issued and 3,732,103 are issuable upon the exercise of warrants
(the “Warrants”). The Common Stock is to be offered and sold by the selling
stockholders named in the Registration Statement (the “Selling Stockholders”).
Such registration statement, as it may be amended from time to time, is herein
referred to as the “Registration Statement”.
We have
examined originals or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary for the purposes of
rendering this opinion.
Based
upon and subject to the foregoing, we are of the opinion that the previously
issued Shares have been duly authorized validly issued, fully paid and
non-assessable. Additionally, when the Shares underlying the Warrants
are issued and paid for in accordance with the terms of the Warrants, will have
been duly authorized, be validly issued, fully paid and
non-assessable.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and any amendment thereto, including any and all post-effective
amendments and any registration statement relating to the same offering that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act,
and to the reference to our firm under the heading “Legal Matters” in the
prospectus contained within the Registration Statement. In giving such consent,
we do not thereby admit that we are included in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission. We express no opinion as to any matters not
expressly set forth herein.
|
Very
truly yours,
|
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| /s/ Silvestre Law Group, P.C. | |||