Attached files
| file | filename |
|---|---|
| 8-K - Eloxx Pharmaceuticals, Inc. | v205993_8k.htm |
| EX-10.1 - Eloxx Pharmaceuticals, Inc. | v205993_ex10-1.htm |
December
22, 2010
Senesco
Technologies, Inc.
303
George Street, Suite 420
New
Brunswick, New Jersey 08901
Re:
Registration Statement
on Form S-3 (File No. 333-170140)
Ladies
and Gentlemen:
We have
acted as counsel to Senesco Technologies, Inc., a Delaware corporation (the
“Company”), in connection with the offering by the Company of up to $5.5 million
of common stock, par value $0.01 per share (“Common Stock”), of the Company (the
“Shares”) pursuant to the referenced Registration Statement (the “Registration
Statement”) and the Prospectus Supplement dated December 22, 2010 (the
“Prospectus Supplement”) each filed under the Securities Act of 1933, as amended
(the “Act”), with the Securities and Exchange Commission (the
“SEC”).
In
connection with this opinion letter, we have examined the Registration
Statement, the Prospectus Supplement and originals, or copies certified or
otherwise identified to our satisfaction, of the Certificate of Incorporation
and Bylaws of the Company, as amended, and such other documents, records and
other instruments as we have deemed appropriate for purposes of the opinion set
forth herein.
In our
examination of the foregoing documents, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as copies, the
authenticity of the originals of such latter documents and the legal competence
of all signatories to such documents.
We assume
that the appropriate action will be taken, prior to the offer and sale of the
Shares, to register and qualify the Shares for sale under all applicable state
securities or “blue sky” laws.
We
express no opinion herein as to the laws of any state or jurisdiction other than
the laws of the State of New Jersey, the General Corporation Law of the State of
Delaware and the federal laws of the United States of America.
Based
upon and subject to the foregoing, and assuming the receipt of the appropriate
consideration for the Shares, we are of the opinion that the Shares have been
duly authorized and reserved, and upon the proper issuance, conversion or
exercise of the Securities, as applicable, will be validly issued, fully paid
and nonassessable.
It is
understood that this opinion is to be used only in connection with the offer and
sale of the Shares while the Registration Statement is in effect.
Please
note that we are opining only as to the matters expressly set forth herein, and
no opinion should be inferred as to any other matters. This opinion is
based upon currently existing statutes, rules, regulations and judicial
decisions, and we disclaim any obligation to advise you of any change in any of
these sources of law or subsequent legal or factual developments which might
affect any matters or opinions set forth herein.
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Senesco
Technologies, Inc.
December
22, 2010
Page
2
We hereby
consent to the filing of this opinion with the Commission as an exhibit to the
Registration Statement in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act and to the use of our name therein and
in the related prospectus under the caption “Legal Matters.” In giving
such consent, we do not hereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very
truly yours,
/s/
MORGAN, LEWIS & BOCKIUS LLP