Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Oncternal Therapeutics, Inc. | f57171e8vk.htm |
| EX-99.1 - EX-99.1 - Oncternal Therapeutics, Inc. | f57171exv99w1.htm |
| EX-1.1 - EX-1.1 - Oncternal Therapeutics, Inc. | f57171exv1w1.htm |
Exhibit 5.1
October 27, 2010
GTx, Inc.
175 Toyota Plaza, 7th Floor
Memphis, TN 38103
175 Toyota Plaza, 7th Floor
Memphis, TN 38103
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the sale and
issuance by GTx, Inc., a Delaware corporation (the “Company”), of up to an aggregate of 16,428,572
shares of the Company’s common stock, par value $0.001 per share (the “Shares”) (including up to
2,142,857 shares that may be sold pursuant to the exercise of an over-allotment option), pursuant
to the Registration Statement on Form S-3 (File No. 333-148321) (the “Registration Statement”),
filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of
1933, as amended (the “Act”), on December 26, 2007, the related prospectus dated January 17, 2008
included in the Registration Statement (the “Base Prospectus”), and the prospectus supplement to be
filed with the Commission pursuant to Rule 424(b) promulgated under the Act (the “Prospectus
Supplement” and, together with the Base Prospectus, the “Prospectus”).
In connection with this opinion, we have examined and relied upon the Registration Statement, the
Prospectus, the Company’s Restated Certificate of Incorporation and Amended and Restated Bylaws, as
currently in effect, and the originals or copies certified to our satisfaction of such other
documents, records, certificates, memoranda and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness
and authenticity of all documents submitted to us as originals, and the conformity to originals of
all documents submitted to us as copies thereof and the due execution and delivery of all documents
where due execution and delivery are a prerequisite to the effectiveness thereof.
Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred
beyond the matters expressly stated. Our opinion herein is expressed solely with respect to the
federal laws of the United States and the General Corporation Law of the State of Delaware. Our
opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to
advise you of facts, circumstances, events or developments which hereafter may be brought to our
attention and which may alter, affect or modify the opinion expressed herein. We are not rendering
any opinion as to compliance with any federal or state antifraud law, rule or regulation relating
to securities, or to the sale or issuance thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when
sold in accordance with the Registration Statement and the Prospectus, will be validly issued,
fully paid and nonassessable.
We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus
included in the Registration Statement and to the filing of this opinion as an exhibit to a Current
Report of the Company on Form 8-K.
Sincerely,
Cooley LLP
By:
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/s/ Chadwick L. Mills
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| Chadwick L. Mills |