Attached files
| file | filename |
|---|---|
| S-1/A - CUTANEA LIFE SCIENCES INC | v200934_s1a.htm |
| EX-23.1 - CUTANEA LIFE SCIENCES INC | v200934_ex23-1.htm |
EXHIBIT
5.1
RICHARDSON & PATEL LLP
10900
Wilshire Boulevard
Suite
500
Los
Angeles, California 90024
Telephone
(310) 208-1183
Facsimile
(310) 208-1154
_______________,
2010
Cutanea
Life Sciences, Inc.
5 Great
Valley Parkway, Suite 355
Malvern,
PA 19355-1426
(484)
568-0100
|
Re:
|
Cutanea
Life Sciences, Inc.
Registration
Statement on Form S-1
|
||
Ladies
and Gentlemen:
We have
acted as counsel to Cutanea Life Sciences, Inc., a Delaware corporation (the
“Company”) in connection with the registration with the Securities and Exchange
Commission on Form S-1 of ___________ shares of the Company’s Class B Common
Stock, par value $0.001 (the “Shares”), including ________ shares that are
issuable upon exercise of certain warrants. In connection with this
registration, we have reviewed the proceedings of the Board of Directors of the
Company relating to the registration and the issuance (or the proposed issuance)
of the Shares, the Company’s Certificate of Incorporation and all amendments
thereto, the bylaws of the Company and all amendments thereto, and such
statutes, records and other documents and matters as we have deemed necessary to
render the following opinion.
Based
upon that review, it is our opinion that the Shares now issued are, and the
Shares that may be issued upon exercise of the warrants, will be, legally
issued, fully paid, and nonassessable.
We do not
find it necessary for the purposes of this opinion to cover, and accordingly we
express no opinion as to, the application of the securities or blue sky laws of
the various states as to the issuance and sale of the Shares.
We
consent to the use of this opinion in the registration statement filed with the
Securities and Exchange Commission in connection with the registration of the
Shares and to the reference to our firm under the heading “Legal Matters” in the
registration statement.
Very
truly yours,
RICHARDSON
& PATEL LLP