Attached files
| file | filename |
|---|---|
| S-1/A - SEELOS THERAPEUTICS, INC. | v197007_s1a.htm |
| EX-4.7 - SEELOS THERAPEUTICS, INC. | v197007_ex4-7.htm |
| EX-4.6 - SEELOS THERAPEUTICS, INC. | v197007_ex4-6.htm |
| EX-4.1 - SEELOS THERAPEUTICS, INC. | v197007_ex4-1.htm |
| EX-5.2 - SEELOS THERAPEUTICS, INC. | v197007_ex5-2.htm |
| EX-10.30 - SEELOS THERAPEUTICS, INC. | v197007_ex10-30.htm |
September
28, 2010
Apricus
Biosciences, Inc.
6330
Nancy Ridge Drive, Suite 103
San
Diego, CA 92121
Ladies
and Gentlemen:
We have
acted as special Nevada counsel to Apricus Biosciences, Inc. (formerly known as
NexMed, Inc.), a Nevada corporation (the “Company”), in connection with the
offering and sale of up to 1,728,882 units (the “Units”), each Unit consisting
of (i) three shares of the Company’s common stock, par value $0.001
per share (the “Common Stock”) and (ii) one warrant (each, a
“Warrant”) to
purchase one share
of Common Stock, to be issued under that certain Warrant Agent Agreement, dated
as of September 17, 2010, by and between the Company and Wells Fargo Bank, N.A.,
as warrant agent (the “Warrant Agent Agreement”). The Units are being
offered and sold pursuant
to that certain Engagement Letter Agreement, dated as of August 16, 2010, by and
between the Company and Dawson James Securities, Inc., as placement agent (the
“Placement Agreement” and,
together with the Warrant Agent Agreement, the “Agreements”), and as
described in the Company’s Registration Statement on Form S-1 (File No.
333-169132) (as amended through and including the date hereof, the “Registration
Statement”) filed with the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Act”). The shares
of Common Stock to be issued by the Company as components of the Units are
hereinafter collectively referred to as the “Unit Shares” and the shares of
Common Stock to be issued by the Company upon the exercise of the Warrants are
hereinafter collectively referred to as the “Warrant Shares” (together
with the Unit Shares, the “Shares”). This
opinion letter is being furnished at the request of the Company and pursuant to
the requirements of Item 601(b)(5) of Regulation S-K under the Act.
In our
capacity as such counsel, we are familiar with the proceedings taken and
proposed to be taken by the Company in connection with the authorization and
issuance of the Units, the Warrants and the Shares, each as contemplated by
the Agreements
and the Warrant Certificates (as defined in the Warrant Agent Agreement),
and as
described in the Registration Statement. For purposes of this opinion
letter, we have assumed such proceedings will be timely completed in the manner
presently proposed, that the Units, the Warrants and the Shares will be
issued in accordance with the applicable terms and conditions of the Agreements,
the Warrant Certificates and the Registration
Statement and, except to the extent set forth in this opinion letter, that
the terms of such issuances have been or will be otherwise in compliance with
applicable law.
We have
made such legal and factual examinations and inquiries,
including an examination of originals or copies of all documents,
agreements, instruments and corporate records, as we have deemed necessary or
appropriate to enable us to issue the opinions expressed below. We
have also relied on
certificates and assurances of officers and other representatives of the
Company, and of public officials, as to
factual matters material to such opinions.
|
100 North City
Parkway, Suite 1600 |
Las Vegas, NV 89106-4614
|
702.382.2101 tel | |
| Brownstein Hyatt Farber Schreck, LLP | bhfs.com | 702.382.8135 fax |
Apricus
Biosciences, Inc.
September
28, 2010
Page
2
Without
limiting the generality of the foregoing, in our examination, we have, with your
permission, assumed without independent verification, that (i) each document we
have reviewed has been or will be duly executed and delivered by the parties
thereto to the extent due execution and delivery are prerequisites to the
effectiveness thereof; (ii) the obligations of each party set forth in the
documents we have reviewed are its valid and binding obligations, enforceable
against such party in accordance with their respective terms; (iii) the
statements of fact and representations and warranties set forth in the documents
we have reviewed are true and correct; (iv) each natural person signing a
document has sufficient legal capacity to do so; (v) all documents submitted to
us as originals are authentic, the signatures on all documents that we examined
are genuine, and all documents submitted to us as certified, conformed,
photostatic, electronic or facsimile copies conform to the original documents;
and (vi) all corporate records made available to us by the Company and all
public records we have reviewed are accurate and complete.
We are
qualified to practice law in the State of Nevada. The opinions set
forth herein are expressly limited to the effect of the laws of the State of
Nevada and we do not purport to be experts on, or to express any opinion with
respect to the applicability or effect of, the laws of any other
jurisdiction. We express no opinion herein concerning, and we assume
no responsibility as to laws or judicial decisions related to any orders,
consents or other authorizations or approvals as may be required by any federal
laws, rules or regulations, including any federal securities laws, rules or
regulations, or any state securities or “Blue Sky” laws, rules or
regulations.
Based on
the foregoing, and in reliance thereon, and having regard to legal
considerations and other information that we deem relevant, we are of the
opinion that:
1. The
Unit Shares have been duly authorized by the Company and, when and to the extent
issued and sold in exchange for payment in full to the Company of all
consideration required for the Units in the manner contemplated by the Placement
Agreement and in accordance with the proceedings described therein and as
described in the Registration Statement, will be validly issued, fully paid and
non-assessable.
2. The
Warrant Shares have been duly authorized by the Company and, when and to the
extent issued in accordance with the terms of the Agreements and the Warrant
Certificates, including after payment in full to the Company of all
consideration required in respect of the Units, the due and
proper exercise of the Warrants, and the payment in full to the Company of the
exercise price and other consideration for the Warrant Shares as required
thereunder and as described in the Registration Statement, will be validly
issued, fully paid and non-assessable.
The
opinions expressed herein are based upon the applicable laws of the State of
Nevada and the facts in existence as of the date of this opinion
letter. In delivering this opinion letter to you, we disclaim any
obligation to update or supplement the opinions set forth herein or to apprise
you of any changes in such laws or facts after such time as the Registration
Statement is declared effective. No opinion is offered or implied as
to any matter, and no inference may be drawn, beyond the strict scope of the
specific issues expressly addressed by the opinions set forth
herein.
We
hereby consent to the filing of this opinion letter as an exhibit to the
Registration Statement and to the reference to our firm therein under the
heading “Legal Matters.” In giving this consent, we do not 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.
Very
truly yours,
/s/
Brownstein Hyatt Farber Schreck, LLP