Attached files
| file | filename |
|---|---|
| S-1/A - DERMA SCIENCES, INC. | v170555_s1a.htm |
| EX-4 - DERMA SCIENCES, INC. | v170555_ex-4.htm |
| EX-23.1 - DERMA SCIENCES, INC. | v170555_ex23-1.htm |
Exhibit
5
January
8, 2010
The Board
of Directors
Derma
Sciences, Inc.
214
Carnegie Center, Suite 300
Princeton,
NJ 08540
Re: Registration
Statement on Form S-1
Gentlemen:
We are
counsel to Derma Sciences, Inc. (the “Company”) in connection with the
registration statement on Form S-1 filed January 8, 2010 under the Securities
Act of 1933 covering the public sale by the Company (the “Offering”) of
1,500,000 (up to 1,725,000 if the underwriter’s option to purchase additional
shares to cover over allotments is exercised) shares of the Company’s common
stock, par value $.01 per share (the “Shares”).
We have
examined the originals, or certified, conformed or reproduction copies, of such
records, agreements, instruments and documents as we have deemed relevant or
necessary as the basis for the opinion hereinafter expressed. In all
such examinations, we have assumed the genuineness of all signatures on original
or certified copies and the conformity to original or certified copies of all
copies submitted to us as conformed or reproduction copies. As to
various questions of fact relevant to our opinion, we have relied upon, and
assumed the accuracy of, certificates and oral or written statements and other
information of or from public officials, officers or representatives of the
Company and others.
Based
upon the foregoing, we are of opinion as follows: (1) Upon closing of
the Offering and issuance of the Shares pursuant to the underwriting agreement
between the Company and Rodman & Renshaw, LLC (the “Underwriter”), the
Shares will be validly issued, fully paid and non-assessable shares of common
stock of the Company; (2) when executed and delivered by the Company, the
warrant to purchase common stock of the Company to be issued to the Underwriter
pursuant to the underwriting agreement (the “Underwriter’s Warrant”) will be
validly issued and represent a binding obligation of the Company subject to
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights and remedies of creditors generally and subject to
availability of equitable remedies; and (3) when issued and sold by the Company
against payment therefore pursuant to the terms of the Underwriter’s Warrant,
the shares of common stock issuable upon exercise of the Underwriter’s Warrant
will 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 to the reference to this firm under the caption “Legal Matters” in
the Prospectus forming a part of the Registration Statement.
Very
truly yours,
HEDGER
& HEDGER
/s/
Raymond C. Hedger, Jr.