Attached files
| file | filename |
|---|---|
| 8-K - HUDSON TECHNOLOGIES INC /NY | v189634_8k.htm |
| EX-1.1 - HUDSON TECHNOLOGIES INC /NY | v189634_ex1-1.htm |
[Letterhead
of Blank Rome LLP]
July 1,
2010
Hudson
Technologies, Inc.
1 Blue
Hill Plaza
Suite
1541
Pearl
River, NY 10965
|
|
Re:
|
Prospectus Supplement
to Registration Statement on Form
S-3
|
Gentlemen:
You have
requested our opinion with respect to the offer and sale (the “Offering”) by
you, Hudson Technologies, Inc., a New York corporation (the “Company”),
of up to (i) 2,737,500 units (the “Units”), each Unit consisting
of one share of common stock, par value $0.01 per share, of the
Company (the “Common Stock”) and one warrant (the “Warrants”), each
Warrant to purchase one-half of a share of Common Stock (the “Warrant Shares”),
being sold to certain investors (the “Investors”) pursuant to: (a) a
Registration Statement on Form S-3 (File No. 333-151973) (the “Registration
Statement”) filed by the Company with the Securities and Exchange Commission
(“Commission”) under the Securities Act of 1933, as amended (the “Act”), which
was declared effective by the Commission on September 5, 2008;
(b) the prospectus of the Company dated September 5, 2008 (the “Basic
Prospectus”) as filed with the Commission; and (c) the prospectus supplement of
the Company, dated July 1, 2010 to be filed with the Commission (the “Prospectus
Supplement”).
In
connection with this opinion, we have examined a copy of (a) the Registration
Statement, (b) the Basic Prospectus, (c) the Prospectus Supplement,
(d) the Placement Agency Agreement dated July 1, 2010 between the Company and
Canaccord Genuity Inc., (e) the form of subscription
agreement between the Company and the Investors, (f) the form of the Warrants;
(g) the Certificate of Incorporation of the Company, as amended to date,
(h) the Bylaws of the Company, as amended to date, (i) minutes of
meetings of the Board of Directors of the Company and
(j) originals or copies certified or otherwise identified to our
satisfaction of such other documents and corporate and public records as we deem
necessary as a basis for the opinion hereinafter expressed. With
respect to such examination, we have assumed the genuineness of all signatures
appearing on all documents presented to us as originals, and the conformity to
the originals of all documents presented to us as conformed or reproduced
copies. Where factual matters relevant to such opinion were not
independently established, we have relied upon a certificate of an executive
officer(s) of the Company.
Hudson
Technologies, Inc.
July 1,
2010
Page
2
We have
not made any independent investigation in rendering this opinion other than the
examination described above, and our opinion is therefore qualified in all
respects by the scope thereof.
The
opinions expressed in this opinion letter are limited to the laws of the State
of New York. Our opinions are based on these laws as in effect on the
date hereof.
Based
upon and subject to the foregoing and the other matters set forth herein, it is
our opinion that:
(i) When
the Units are sold, paid for and issued in the manner and for the consideration
contemplated by the Basic Prospectus and the Prospectus Supplement, (a) the
shares of Common Stock included in the Units will be validly issued,
fully paid and non-assessable; (b) the Units will be valid and
binding obligations of the Company; and (c) the Warrants will be the valid and
binding obligations of the Company; and
(ii) The Warrant
Shares, when sold, paid for and issued, upon exercise of, and in
accordance with the terms of the Warrants, will be validly issued,
fully paid and non-assessable.
Hudson
Technologies, Inc.
July 1,
2010
Page
3
We
express no opinions regarding (i) the validity or enforceability of any
provisions that purport to waive or not give effect to rights or notices,
defenses, subrogation or other rights or benefits that cannot be effectively
waived under applicable law, (ii) the enforceability of indemnification
provisions to the extent they purport to relate to liabilities resulting from or
based upon negligence or any violation of federal or state securities or blue
sky laws, (iii) any provision for liquidated damages, default interest, late
charges, monetary penalties, make-whole premiums or other economic remedies to
the extent such provisions are deemed to constitute a penalty, (iv) consents to,
or restrictions upon, governing law, jurisdiction, venue, arbitration, remedies
or judicial relief, (v) any provision requiring the payment of attorneys’ fees,
where such payment is contrary to law or public policy, (vi) provisions for
exclusivity, election or cumulation of rights or remedies, (vii) provisions
authorizing or validating conclusive or discretionary determinations, (viii)
grants of setoff rights, (ix) the availability of equitable remedies to any
person or entity including, but not limited to, specific performance and
injunctive relief; (x) the effect of bankruptcy, reorganization,
insolvency, fraudulent conveyance, fraudulent transfer, moratorium and other
similar laws or equitable principles affecting creditors’ rights or remedies
(whether applied by a court of law or equity), (xi) the effect of applicable law
and court decisions which may hereafter limit or render unenforceable certain
rights or remedies of any person or entity and (xii) the severability, if
invalid, of provisions to the foregoing effect.
We hereby
consent to the filing of this opinion with the Commission, and to the use of our
name as your counsel under “Legal Matters” in the Prospectus
Supplement. In giving this consent, we do not thereby concede that we
come within the categories of persons whose consent is required by the Act or
the General Rules and Regulations promulgated thereunder. This
opinion letter is limited to the matters set forth herein, and no opinion may be
inferred or implied beyond the matters expressly set forth
herein. This opinion letter is not a guaranty nor may one be inferred
or implied. This opinion letter speaks 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 of any subsequent changes in applicable law or the
interpretation thereof.
Very
truly yours,
/s/ Blank
Rome LLP
BLANK
ROME LLP