Attached files
| file | filename |
|---|---|
| 8-K - PROVECTUS BIOPHARMACEUTICALS, INC. | v206429_8-k.htm |
| EX-4.1 - PROVECTUS BIOPHARMACEUTICALS, INC. | v206429_ex4-1.htm |
| EX-10.1 - PROVECTUS BIOPHARMACEUTICALS, INC. | v206429_ex10-1.htm |
| EX-10.2 - PROVECTUS BIOPHARMACEUTICALS, INC. | v206429_ex10-2.htm |
Exhibit 5.1
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TRI-CITIES
TENNESSEE/VIRGINIA
100 MED TECH
PARKWAY
SUITE 200
JOHNSON CITY, TENNESSEE
37604
PHONE: 423.928.0181
FAX: 423.928.5694
KINGSPORT: 423.246.6191
MAILING ADDRESS:
P.O. BOX 3038
JOHNSON CITY,
TENNESSEE
37602
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www.bakerdonelson.com
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December
23, 2010
Provectus
Pharmaceuticals, Inc.
7327 Oak
Ridge Highway, Suite A
Knoxville,
Tennessee 37931
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Re:
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Registration
of Securities by Provectus Pharmaceuticals, Inc. (the
"Company")
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Ladies
and Gentlemen:
We have
acted as counsel for Provectus Pharmaceuticals, Inc., a Nevada corporation (the
"Company"), in connection with the Company's filing of its Registration
Statement on Form S-3 (File No. 333-167906) (the "Registration Statement") with
the Securities and Exchange Commission (the "Commission") under the Securities
Act of 1933, as amended (the "Securities Act").
This
opinion is being furnished to you in connection with (i) the initial issuance
and sale of 1,000,000 shares of the Company's common stock, par value $.001 per
share (the "Common Stock"), together with warrants ("Warrants") to purchase
500,000 shares of the Common Stock, and (ii) the issuance and sale thereafter of
up to Thirty Million Dollars ($30,000,000) of the Common Stock under the
Company's Registration Statement, the base prospectus, dated July 12, 2010,
included in the Registration Statement at the time it originally became
effective (the "Base Prospectus"), and the prospectus supplement filed by the
Company with the Commission under Rule 424(b)(5) of the Securities Act on or
about the date hereof (the "Prospectus Supplement" and together with the Base
Prospectus, in the form in which they were first filed together by the Company
with the Commission pursuant to Rule 424(b) of the Securities Act being referred
to as the "Prospectus"). Such shares of the Common Stock and the
Warrants are being sold to Lincoln Park Capital Fund, LLC ("Lincoln Park")
pursuant to that certain Purchase Agreement dated as of December 22, 2010 by and
between the Company and Lincoln Park (the "Purchase Agreement").
We have
examined and relied upon the information set forth in the Registration
Statement, Prospectus and such other records, agreements, certificates and
documents, and have made legal and factual inquiries, as we have deemed
necessary as a basis for the opinions expressed herein. As to questions of fact
not independently verified by us, we have relied upon certificates of public
officials and officers of the Company.
The
opinions expressed herein are limited to matters governed by Nevada law, and we
express no opinion with respect to the laws of any other
jurisdiction.
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ALABAMA •
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GEORGIA •
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LOUISIANA •
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MISSISSIPPI •
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TENNESSEE •
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WASHINGTON,
D.C.
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December
23, 2010
Page
2
Based
upon the foregoing and subject to the additional qualifications set forth below,
we are of the opinion that:
1. The
issuance and the terms of the sale of the shares of Common Stock have been duly
authorized by the board of directors of the Company in conformity with its
restated articles of incorporation, as amended. When such shares have
been duly issued and delivered against payment of the purchase price therefor in
an amount in excess of the par value thereof, in accordance with the Purchase
Agreement and as contemplated by the Registration Statement and the Prospectus,
and, if issued upon the conversion, exchange or exercise of Warrants, when such
shares have been duly issued and delivered as contemplated by the terms of the
applicable Warrant, the shares of Common Stock will be validly issued, fully
paid and nonassessable.
2. The
issuance and the terms of the sale of the Warrants have been duly authorized by
the board of directors of the Company. The terms of the Warrants and
their issuance and sale have been duly established so as to not violate any
applicable law or result in a default under, or breach of, any agreement or
instrument binding upon the Company and so as to comply with any requirement or
restriction imposed by any court or governmental or regulatory body having
jurisdiction over the Company or any of its property. When the
Warrants have been duly executed and issued and sold in accordance with the
Purchase Agreement and as contemplated by the Registration Statement and the
Prospectus, the Warrants will constitute valid and binding obligations of the
Company enforceable against the Company in accordance with their
terms.
The
opinions set forth above are subject to the following exceptions, limitations
and qualifications: (i) the effect of bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or other similar laws now or hereafter in
effect relating to or affecting the rights and remedies of creditors; (ii) the
effect of general principles of equity, including without limitation, concepts
of materiality, reasonableness, good faith and fair dealing and the possible
unavailability of specific performance or injunctive relief, regardless of
whether enforcement is considered in a proceeding in equity or at law, and the
discretion of the court before which any proceeding therefor may be brought; and
(iii) the unenforceability under certain circumstances under law or court
decisions of provision providing for the indemnification of, or contribution to,
a party with respect to a liability where such indemnification or contribution
is contrary to public policy.
We hereby
consent to the filing of this letter as an exhibit to the Company's Current
Report of Form 8-K, dated December 23, 2010, and to the reference to this firm
under the caption "Legal Matters" in the Prospectus. Our consent shall not be
deemed an admission that we are experts whose consent is required under Section
7 of the Securities Act. This opinion may be used only in connection with the
offer and sale of the Securities while the Registration Statement is
effective.
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Very
truly yours,
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BAKER,
DONELSON, BEARMAN,
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CALDWELL
& BERKOWITZ, PC
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/s/
Linda Crouch
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Linda
Crouch,
Shareholder
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