Attached files
| file | filename |
|---|---|
| 8-K - ZIOPHARM ONCOLOGY INC | v187115_8k.htm |
| EX-1.1 - ZIOPHARM ONCOLOGY INC | v187115_ex1-1.htm |
| EX-99.1 - ZIOPHARM ONCOLOGY INC | v187115_ex99-1.htm |
| EX-99.2 - ZIOPHARM ONCOLOGY INC | v187115_ex99-2.htm |
Exhibit
5.1
June 2,
2010
ZIOPHARM
Oncology, Inc.
1180
Avenue of the Americas, 19th Floor
New York,
NY 10036
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RE:
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ZIOPHARM
Oncology, Inc. Registration Statement on Form S-3
(File
Nos. 333-166444)
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Ladies
and Gentlemen:
We have
acted as counsel to ZIOPHARM Oncology, Inc., a Delaware corporation (the “Company”), in connection with
the proposed issuance by the Company of up to 8,050,000 shares (the “Shares”) of the Company’s
common stock, $0.001 par value per share (the “Common Stock”). The Shares are
included in a registration statement on Form S-3 (File No. 333-166444) (the
“Registration
Statement”) filed by the Company with the Securities and Exchange
Commission (the “Commission”) under the
Securities Act of 1933, as amended (the “Act”), a base prospectus dated
May 10, 2010 filed with the Commission in the Registration Statement (the “Base Prospectus”), a
preliminary prospectus supplement dated May 26, 2010 filed with the Commission
pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the
“Preliminary
Prospectus”), a free writing prospectus dated May 27, 2010 filed with the
Commission (the “Free Writing
Prospectus”), and a prospectus supplement dated May 27, 2010 filed with
the Commission pursuant to Rule 424(b) under the Act (together with the Base
Prospectus, the “Prospectus”). The
Shares are being sold pursuant to an underwriting agreement dated May 27, 2010
between the Company and Jefferies & Company, Inc., as representative of the
underwriters named therein (the “Underwriting
Agreement”).
In
connection with this opinion, we have examined and relied upon the Registration
Statement and the Prospectus, including the exhibits thereto, the Underwriting
Agreement, the Articles of Incorporation and Bylaws of the Company, each as
amended to date, and such other documents, corporate records and instruments,
and have examined such laws and regulations, as we have deemed necessary for
purposes of rendering the opinions set forth herein. In rendering this opinion,
we have assumed the genuineness and authenticity of all signatures on original
documents; the genuineness and authenticity of all documents submitted to us as
originals; the conformity to originals of all documents submitted to us as
copies; the accuracy, completeness and authenticity of certificates of public
officials; and the due authorization, execution and delivery of all documents
where due authorization, execution and delivery are prerequisites to the
effectiveness of such documents. As to any facts material to the
opinions expressed herein which we have not independently established or
verified, we have relied upon statements and representations of officers and
other representatives of the Company and others.
Subject
to the foregoing and the other matters set forth herein, it is our opinion that,
as of the date hereof, when the Shares shall have been duly registered on the
books of the transfer agent and registrar therefor in the name or on behalf of
the purchasers, and have been issued by the Company against payment therefor
(not less than par value) in the circumstances contemplated by the Underwriting
Agreement, the issue and sale of the Shares will have been duly authorized by
all necessary corporate action of the Company, and the Shares will be validly
issued, fully paid and nonassessable.
This
opinion is being furnished in connection with the requirements of Item 601(b)(5)
of Regulation S-K promulgated under the Act, and no opinion is expressed herein
as to any matter pertaining to the contents of the Registration Statement, the
Preliminary Prospectus, the Free Writing Prospectus or the Prospectus, other
than as expressly stated herein with respect to the issue of
Shares.
The
opinions expressed herein are limited to the federal laws of the United States
and the General Corporation Law of the State of Delaware. Our opinion is based
on these laws as in effect on the date hereof. We express no opinion as to
whether the laws of any particular jurisdiction are applicable to the subject
matter hereof.
This
opinion is for your benefit in connection with the Registration Statement and
may be relied upon only by you and by persons entitled to rely upon it pursuant
to the applicable provisions of the Act. We consent to your filing
this opinion as an exhibit to the Company’s Form 8-K dated June 2, 2010 and to
the reference to our firm in the Prospectus under the heading “Legal Matters.”
In giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.
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Very
truly yours,
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/s/
Maslon Edelman Borman & Brand,
LLP
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