Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - VALENCE TECHNOLOGY INC | valence_8k-101409.htm |
| EX-10.1 - COMMON STOCK PURCHASE AGREEMENT - VALENCE TECHNOLOGY INC | ex10-1.htm |
| EX-99.1 - PRESS RELEASE - VALENCE TECHNOLOGY INC | ex99-1.htm |
Exhibit
5.1
October
15, 2009
Valence
Technology, Inc.
12303
Technology Boulevard, Suite 950
Austin,
Texas 78727
Gentlemen:
We have
acted as counsel to Valence Technology, Inc., a Delaware corporation (the “Company”),
in connection with the Common Stock Purchase Agreement dated October 14, 2009
(the “Agreement”)
between the Company and Seaside 88, LP (“Seaside”),
relating to the sale
by the Company of up to 16,900,000 shares (the “Shares”)
of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), pursuant to a registration statement on Form S-3 (File No.
333-148632) (the “Registration
Statement”) filed with the Securities and Exchange Commission (the “SEC”)
pursuant to the Securities Act of 1933, as amended (the “Securities
Act”), the form of prospectus contained therein (the “Initial
Prospectus”) and the prospectus supplement to be filed with the SEC
pursuant to Rule 424(b) promulgated under the Securities Act (the “Prospectus
Supplement” and, together with the Initial Prospectus, the “Prospectus”). All
capitalized terms that are not defined herein shall have the meanings assigned
to them in the Registration Statement.
In
arriving at the opinions expressed below, we have examined (i) the Second
Restated Certificate of Incorporation, as amended, and Fourth Amended and
Restated Bylaws of the Company, (ii) the Registration Statement, (iii) the
Prospectus, and (iv) originals or copies certified or otherwise identified to
our satisfaction of such other instruments and other certificates of public
officials, officers and representatives of the Company and such other persons,
as we have deemed appropriate as a basis for the opinions expressed
below.
In
rendering the opinions expressed below, we have assumed and have not verified
(i) the genuineness of the signatures on all documents that we have examined,
(ii) the legal capacity of all natural persons, (iii) the authenticity of all
documents supplied to us as originals and (iv) the conformity to the authentic
originals of all documents supplied to us as certified, photostatic or faxed
copies. In conducting our examination of documents, we have assumed
the power, corporate or other, of all parties thereto other than the Company to
enter into and perform all obligations thereunder and have also assumed the due
authorization by all requisite action, corporate or other, and the due execution
and delivery by such parties of such documents and that, to the extent such
documents purport to constitute agreements, such documents constitute valid and
binding obligations of such parties.
Based
upon and subject to the foregoing, and subject also to the limitations and other
assumptions and qualifications set forth below, we are of the opinion that, when
issued and sold in accordance with the Registration Statement and the
Prospectus, the Shares will be duly authorized, validly issued, fully paid and
non-assessable.
We
express no opinion other than as to the General Corporation Law of the State of
Delaware (which is deemed to include the applicable provisions of the Delaware
Constitution and reported judicial opinions interpreting those
laws).
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to this firm under the heading “Legal Matters” in
the Prospectus. In giving this consent we do not admit that we are
“experts” under the Securities Act, or the rules and regulations of the SEC
thereunder, with respect to any part of the Registration Statement, including
this exhibit.
This
opinion is expressed as of the date hereof, and we disclaim any undertaking to
advise you of any subsequent changes of the facts stated or assumed herein or
any subsequent changes in applicable law, and we have assumed that at no future
time would any such subsequent change of fact or law affect adversely our
ability to render at such time an opinion (a) containing the same legal
conclusions set forth herein and (b) subject only to such (or fewer)
assumptions, limitations and qualifications as are contained
herein.
| Very truly yours, | ||||
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/s/
ANDREWS KURTH LLP
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ANDREWS
KURTH LLP
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