Attached files
| file | filename |
|---|---|
| S-1/A - DERMA SCIENCES, INC. | v174152_s1a.htm |
| EX-23.1 - DERMA SCIENCES, INC. | v174152_ex23-1.htm |
| EX-4.2 - DERMA SCIENCES, INC. | v174152_ex4-2.htm |
| EX-4.1 - DERMA SCIENCES, INC. | v174152_ex4-1.htm |
Exhibit
5
February
12, 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 February 12, 2010 under the Securities
Act of 1933 covering the public sale by the Company (the “Offering”) of 810,000
shares of common stock (the “Common Stock”) and warrants to purchase 270,000
shares of common stock (the “Warrants”) (up to 931,500 shares of Common Stock
and 310,500 Warrants if the underwriter’s over allotment option is
exercised).
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 Common Stock and Warrants pursuant to the
underwriting agreement between the Company and Rodman & Renshaw, LLC (the
“Underwriter”), the Common Stock and Warrants will be validly issued, fully paid
and non-assessable securities of the Company; (2) when executed and delivered by
the Company, the Warrants, together with 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
binding obligations 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 Warrants and the Underwriter’s Warrant, the shares of common stock
issuable upon exercise of the Warrants and 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
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/s/
Raymond C. Hedger, Jr.
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