Attached files
| file | filename |
|---|---|
| S-1/A - Cellectar Biosciences, Inc. | v188977_s1a.htm |
| EX-23.2 - Cellectar Biosciences, Inc. | v188977_ex23-2.htm |
| EX-10.50 - Cellectar Biosciences, Inc. | v188977_ex10-50.htm |
|
Foley
Hoag LLP
Seaport
West
155
Seaport Boulevard
Boston,
MA 02210-2600
617
832 1000 main
617
832 7000 fax
|
|
June
24, 2010
|
|
|
Novelos
Therapeutics, Inc.
One
Gateway Center, Suite 504
Newton,
Massachusetts 02458
|
|
|
S-1
Registration Statement
|
Ladies
and Gentlemen:
We have
acted as counsel to Novelos Therapeutics, Inc., a Delaware corporation (the
“Company”), in connection with the filing of a Registration Statement on Form
S-1, Registration No. 333-166744 (as amended or supplemented to date, the
“Registration Statement”), under the Securities Act of 1933, as amended (the
“Securities Act”). The Registration Statement covers the sale of up
to 60,000,000 shares of the Company’s common stock, $.00001 par value per share
(“Common Stock”) to be issued either directly (such shares of Common Stock to be
issued directly, the “Shares”) or upon exercise of warrants representing rights
to purchase Common Stock (the “Warrants”, and the shares of Common Stock
issuable upon exercise thereof, the “Warrant Shares”). The Shares,
the Warrants and the Warrant Shares are collectively referred to herein as the
“Securities”.
In
rendering the opinions set forth below, we have assumed that (i) all information
contained in all documents reviewed by us is true and correct; (ii) all
signatures on all documents examined by us are genuine; (iii) all documents
submitted to us as originals are authentic, and all documents submitted to us as
copies conform to the originals of those documents; (iv) each natural person
signing any document reviewed by us had the legal capacity to do so; and (v) the
certificates or other documents representing the Securities will be duly
executed and delivered.
We
express no opinion as to the laws of any state or jurisdiction other than the
General Corporation Law of the State of Delaware (including applicable
provisions of the Delaware Constitution and reported judicial decisions
interpreting such Law and such Constitution), the laws of The Commonwealth of
Massachusetts and the federal laws of the United States of America.
We have
examined the Registration Statement, including the exhibits thereto, 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. Based upon such examination and subject to the
further provisions hereof, we are of the following opinion:
Novelos Therapeutics, Inc.
June 24, 2010
Page 2
|
|
1.
|
The
Shares, when issued, sold and delivered in the manner and for the
consideration set forth in the Registration Statement and the purchase
agreement to be entered into by and between the Company and the purchasers
of the Shares, will be validly issued, fully paid and
non-assessable.
|
|
|
2.
|
The
Warrants, when duly executed and delivered by the Company in the manner
and for the consideration set forth in the Registration Statement and the
purchase agreement to be entered into by and between the Company and the
purchasers of the Warrants, will constitute valid and legally binding
obligations of the Company, and the Warrant Shares, if and when issued,
paid for and delivered in compliance with the terms of the applicable
Warrants pursuant to which the Warrant Shares are to be issued, will be
validly issued, fully paid and
nonassessable.
|
The
foregoing opinions are qualified to the extent that the enforceability of any
document, instrument or the Securities may be limited by or subject to
bankruptcy, insolvency, fraudulent transfer or conveyance, reorganization,
moratorium or other similar laws relating to or affecting creditors’ rights
generally, and general equitable or public policy principles.
In
providing this opinion, we have relied as to certain matters on information
obtained from public officials and officers of the Company.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and the reference to us under the caption “Legal Matters” in the
prospectus included in the Registration Statement. In giving this consent, we do
not admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
This
opinion letter is given to you solely for use in connection with the offer and
sale of the Securities while the Registration Statement is in effect and is not
to be relied upon for any other purpose. Our opinion is expressly
limited to the matters set forth above, and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Securities or the Registration Statement.
| Very truly yours, | |||
| FOLEY HOAG llp | |||
|
|
By:
|
/s/ Paul Bork | |
|
A
Partner
|
|||