Attached files
| file | filename |
|---|---|
| S-1 - NEPHROS INC | v197780_s1.htm |
| EX-99.3 - NEPHROS INC | v197780_ex99-3.htm |
| EX-99.2 - NEPHROS INC | v197780_ex99-2.htm |
| EX-99.5 - NEPHROS INC | v197780_ex99-5.htm |
| EX-99.1 - NEPHROS INC | v197780_ex99-1.htm |
| EX-4.11 - NEPHROS INC | v197780_ex4-11.htm |
| EX-99.4 - NEPHROS INC | v197780_ex99-4.htm |
| EX-10.57 - NEPHROS INC | v197780_ex10-57.htm |
| EX-10.56 - NEPHROS INC | v197780_ex10-56.htm |
| EX-99.6 - NEPHROS INC | v197780_ex99-6.htm |
| EX-99.7 - NEPHROS INC | v197780_ex99-7.htm |
| EX-23.1 - NEPHROS INC | v197780_ex23-1.htm |
Exhibit
5.1
Wyrick
Robbins Yates & Ponton LLP
4101 Lake
Boone Trail, Suite 300
Raleigh,
North Carolina 27607
October 1,
2010
Board of
Directors
Nephros,
Inc.
41 Grand
Avenue
River
Edge, New Jersey 07661
Gentlemen:
We have
acted as counsel to Nephros, Inc., a Delaware corporation (the “Company”), in
connection with the registration statement on Form S-1 (the “Registration
Statement”) and the prospectus included in the Registration Statement (the
“Prospectus”), as filed by the Company with the Securities and Exchange
Commission (the “Commission”) on the date hereof pursuant to the Securities Act
of 1933, as amended (the “Act”), for the purpose of registering the following:
(i) subscription rights (the “Rights”) to be distributed to holders of record of
the shares of common stock, par value $0.001, of the Company (“Common Stock”) as
of the record date for the rights offering (the “Rights Offering”); (ii)
175,000,000 shares of Common Stock (the “Shares”) underlying the Rights; (iii)
175,000,000 warrants (the “Warrants”) underlying the Rights;
and (iv) 161,793,248 shares of Common Stock issuable upon exercise of
the Warrants (the “Warrant Shares”). This opinion is being furnished in
accordance with the requirements of Item 16 of Form S-1 and
Item 601(b)(5)(i) of Regulation S-K.
In
rendering this opinion, we have examined: (i) the Fourth Amended and Restated
Certificate of Incorporation of the Company, as amended, and the Second Amended
and Restated By-Laws of the Company; (ii) certain resolutions of the Board of
Directors of the Company evidencing the corporate proceedings taken by the
Company with respect to the Rights Offering and to authorize the issuance of the
Rights, Shares, Warrants and Warrant Shares; (iii) the Registration
Statement (including all exhibits thereto); and (iv) such other documents as we
have deemed appropriate or necessary as a basis for the opinion hereinafter
expressed. In connection with the foregoing, we have relied upon,
among other things, our examination of such documents, records of the Company
and certificates of its officers and public officials as we deemed necessary for
purposes of the opinions expressed below. In our examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity with the original of all documents
submitted to us as copies thereof.
This
opinion is limited to the Delaware General Corporation Law, including the
statutory provisions of the Delaware General Corporate Law and all applicable
provisions of the Delaware Constitution and reported judicial decisions
interpreting these laws.
In
rendering this opinion, we assumed the legal capacity of natural persons signing
or delivering any instrument, the authenticity of all documents and records
examined, the conformity with the original documents of all documents submitted
to us as copies, and the genuineness of all signatures.
Based
upon and subject to the foregoing, and such legal considerations as we deem
relevant, we are of the opinion that:
|
1.
|
When,
as, and if the Rights have been issued, all as contemplated by the
Prospectus, the Rights will be the valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms,
except to the extent that enforcement thereof may be limited by (a)
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium,
or other similar laws now or hereafter in effect relating to creditors’
rights generally and (b) general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or in
equity).
|
|
2.
|
When,
as and if the Shares have been issued and delivered upon due and proper
exercise of the Rights in the Rights Offering as contemplated by the
Prospectus, the Shares will be validly issued, fully paid and
non-assessable.
|
|
3.
|
When,
as, and if the Warrants have been issued and delivered upon due and proper
exercise of the Rights as contemplated by the Prospectus, the Warrants
will be the valid binding obligations of the Company, enforceable against
the Company in accordance with their terms, except to the extent that
enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium, or other similar laws
now or hereafter in effect relating to creditors’ rights generally and (b)
general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in
equity).
|
|
4.
|
When,
as and if the Warrant Shares have been issued and delivered upon due and
proper exercise of the Warrants and while the Registration Statement
remains effective, the Warrant Shares will be validly issued, fully paid
and non-assessable.
|
We hereby
consent to the filing of this opinion with the Commission as Exhibit 5.1 to the
Registration Statement and reference to our firm under the heading “Legal
Matters” in the Prospectus included therein. In giving this consent, we do not
admit that we are within the category of persons whose consent is required by
Section 7 of the Act or the rules and regulations promulgated thereunder by
the Commission. The opinions set forth in this letter are based upon the facts
in existence and laws in effect on the date hereof and we expressly disclaim any
obligation to update our opinions herein, regardless of whether changes in such
facts or laws come to our attention after the delivery hereof.
Very
truly yours,
/s/ WYRICK ROBBINS YATES & PONTON LLP