Attached files
| file | filename |
|---|---|
| S-1/A - FORM S-1/A - GeoVax Labs, Inc. | g22735a6sv1za.htm |
| EX-4.1 - EX-4.1 - GeoVax Labs, Inc. | g22735a6exv4w1.htm |
| EX-4.2 - EX-4.2 - GeoVax Labs, Inc. | g22735a6exv4w2.htm |
Exhibit 5.1
October 18, 2010
GeoVax Labs, Inc.
1900 Lake Park Dr.
Suite 380
Smyrna, Georgia 30080
1900 Lake Park Dr.
Suite 380
Smyrna, Georgia 30080
| Re: | Registration Statement on Form S-1 (SEC File No. 333-165828) |
Ladies and Gentlemen:
We have acted as counsel to GeoVax Labs, Inc., a Delaware corporation (the “Company”), in
connection with the preparation of the Company’s above-referenced registration statement on Form
S-1, as amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the
“Act”), filed by the Company with the Securities and Exchange Commission (the “Commission”). The
Registration Statement relates to the proposed issuance and sale of units by the Company (the
“Units”), with each Unit consisting of one share of common stock (each, a “Share”), par value
$0.001 per share (the “Common Stock”) and one five-year callable warrant to purchase one (1)
additional share of Common Stock (each, a “Warrant”) to certain investors (collectively, the
“Investors”), pursuant to that certain Placement Agency Agreement (the “Agreement”) by and among
the Company, Global Hunter Securities, LLC, and Gilford Securities Incorporated, as the exclusive
placement agents. This opinion is delivered to you pursuant to Item 16(a) of Form S-1 and Item
601(b)(5) of Regulation S-K of the Commission.
As the Company’s counsel, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Company’s certificate of incorporation and bylaws, each as
amended to date, and minutes and records of the corporate proceedings of the Company relating to
the filing of the Registration Statement and the issuance of the Shares and Warrants, as provided
to us by the Company, certificates of public officials and of representatives of the Company, and
statutes and other instruments and documents, as a basis for the opinions hereinafter expressed.
In rendering this opinion, we have relied upon certificates of public officials and representatives
of the Company with respect to the accuracy of the factual matters contained in such certificates.
In connection with such examination, we have assumed (a) the genuineness of all signatures and
the legal capacity of all signatories; (b) the authenticity of all documents submitted to us as
originals and the conformity to original documents of all documents submitted to us as certified or
photostatic copies; (c) that the Warrant constitutes the enforceable obligation of the parties
thereto other than the Company; (d) the proper issuance and accuracy of
certificates of public
officials and representatives of the Company; (e) no more than 13,333,334 shares of the Company’s
Common Stock are issued and sold pursuant to the Registration Statement, including those subject to the Warrants; (f) no more than 6,666,667 Warrants are
issued and sold pursuant to the Registration Statement; and (g) the Pricing Committee of the Board
of Directors of the Company has taken all required action prior to the issuance of the Shares and
the Warrants.
Based on and subject to the foregoing, and having regard for such legal considerations as we
deem relevant, it is our opinion that:
1. When sold in the manner contemplated by the Registration Statement and the applicable
subscription agreement, the Shares will be validly issued, fully paid and nonassessable.
2. With respect to the Warrants, when a Warrant has been executed and delivered in accordance
with the applicable subscription agreement and the Registration Statement against the receipt of
requisite consideration therefor provided therein, the Warrants will be legal, valid and binding
obligations of the Company.
3. With respect to Common Stock to be issued upon exercise of the Warrants, when (a) the
Company has received the aggregate purchase prices for such Common Stock in accordance with the
terms of the applicable Warrant, and (b) such Common Stock has been issued and delivered in
accordance with the terms of the applicable Warrant, such shares of Common Stock will be validly
issued, fully paid and nonassessable.
The opinions set forth in paragraph 2 above are each subject to (a) the effect of any
bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the
rights and remedies of creditors’ generally, including the effect of statutory or other laws
regarding fraudulent transfers or preferential transfers, and (b) general principles of equity,
including concepts of materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance, injunctive relief or other equitable remedies regardless of
whether enforceability is considered in a proceeding in equity or at law. We express no opinion
regarding the effectiveness of (i) any waiver of stay, extension or usury laws or of unknown future
rights; or (ii) provisions relating to indemnification, exculpation or contribution, to the extent
such provisions may be held unenforceable as contrary to federal or state securities laws.
This opinion is limited to the laws of the State of Delaware, excluding local laws of the
State of Delaware (i.e., the statutes and ordinances, the administrative decisions and the rules
and regulations of counties, towns, municipalities and special political subdivisions of, or
authorities or quasi-governmental bodies constituted under the laws of, the State of Delaware and
judicial decisions to the extent they deal with any of the foregoing), and we are expressing no
opinion as to the effect of the laws of any other jurisdiction.
This opinion is rendered as of the date hereof, and we undertake no obligation to advise you
of any changes in applicable law or any other matters that may come to our attention after the date
hereof.
2
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and to any reference to the name of our firm in the Registration Statement. 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 1933 Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Womble Carlyle Sandridge & Rice, PLLC
TCF
CDR
CDR
3