Attached files
file | filename |
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S-1 - FORM S-1 - REGENERX BIOPHARMACEUTICALS INC | w81364sv1.htm |
EX-23.1 - EX-23.1 - REGENERX BIOPHARMACEUTICALS INC | w81364exv23w1.htm |
Exhibit 5.1
Darren K. DeStefano
(703) 456-8034
ddestefano@cooley.com
(703) 456-8034
ddestefano@cooley.com
January 31, 2011
RegeneRx Biopharmaceuticals, Inc.
15245 Shady Grove Road
Suite 470
Rockville, MD 20850
15245 Shady Grove Road
Suite 470
Rockville, MD 20850
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the filing by
RegeneRx Biopharmaceuticals, Inc., a Delaware corporation (the Company), of a Registration
Statement on Form S-1 (the Registration Statement) with the Securities and Exchange Commission
covering the offering for resale, on a delayed or continuous basis, of up to a maximum of
15,000,000 shares of the Companys common stock, par value $0.001 per share (the Shares) issuable
to the selling stockholder named therein (the Selling Stockholder). The Shares may be issued
from time to time pursuant to a Purchase Agreement, dated as of January 4, 2011, by and between the
Company and the Selling Stockholder (the Agreement).
In connection with this opinion, we have examined the Registration Statement, the Companys
Restated Certificate of Incorporation and Bylaws, each as currently in effect, the Agreement and
such other documents, records, certificates, memoranda and other instruments as we deem necessary
as a basis for this opinion. We have assumed the genuineness and authenticity of all documents
submitted to us as originals, 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.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that if, as, and when
the Shares are issued and delivered by the Company in accordance with the terms of the Agreement,
including, without limitation, the payment in full of applicable consideration, the Shares will be
validly issued, fully paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the
reference to our firm under the caption Legal Matters in the prospectus which forms a part of the
Registration Statement.
Very truly yours, Cooley LLP |
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By: | /s/ Darren K. DeStefano | |||
Darren K. DeStefano | ||||
ONE FREEDOM SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 WWW.COOLEY.COM