Attached files
| file | filename |
|---|---|
| EX-23.2 - Advaxis, Inc. | v191063_ex23-2.htm |
| EX-23.1 - Advaxis, Inc. | v191063_ex23-1.htm |
| S-1 - Advaxis, Inc. | v191063_s1.htm |
EXHIBIT
5.1
GREENBERG
TRAURIG, LLP
MetLife
Building
200 Park
Avenue, 15th Floor
New York,
New York 10166
July 23,
2010
Advaxis,
Inc.
Technology
Centre of New Jersey
675 US
Highway One
North
Brunswick, New Jersey 08902
Dear
Sirs:
We are
acting as counsel to Advaxis, Inc., a Delaware corporation (the “Company”), in
connection with the Registration Statement on Form S-1 filed on July 23, 2010
(as it may be amended, the “Registration
Statement”), under the Securities Act of 1933, as amended (the “Act”), covering
3,500,000 shares of common stock (the “Shares”) and
43,318,000 shares of common stock issuable upon exercise of the Company’s
warrants to purchase common stock (the “Warrants”), which are
being registered in connection with the proposed sale of the shares of common
stock by the selling stockholders listed therein.
We have
examined the originals, or certified, conformed or reproduction copies, of all
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 originals 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 such 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, and the laws of the State of Delaware, we are of the opinion
that (i) the Shares are legally issued, fully paid and non-assessable and (ii)
the shares of common stock included in the Registration Statement, when so
issued upon such exercise in accordance with the terms and conditions of the
Warrants, will be legally 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.
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Very
truly yours,
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/S/
GREENBERG TRAURIG, LLP
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Greenberg
Traurig, LLP
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