Attached files
| file | filename |
|---|---|
| EX-1.1 - REPROS THERAPEUTICS INC. | v209412_ex1-1.htm |
| EX-4.12 - REPROS THERAPEUTICS INC. | v209412_ex4-12.htm |
| EX-23.1 - REPROS THERAPEUTICS INC. | v209412_ex23-1.htm |
| EX-4.13 - REPROS THERAPEUTICS INC. | v209412_ex4-13.htm |
| EX-4.11 - REPROS THERAPEUTICS INC. | v209412_ex4-11.htm |
| EX-4.10 - REPROS THERAPEUTICS INC. | v209412_ex4-10.htm |
| S-1/A - REPROS THERAPEUTICS INC. | v209412_s1a.htm |
Exhibit
5.1
[WINSTEAD
PC LETTERHEAD]
February
1, 2011
Repros
Therapeutics Inc.
2408
Timberloch Drive, Suite B-7
The
Woodlands, Texas, 77380
Ladies
and Gentlemen:
We have
acted as counsel to Repros Therapeutics Inc., a Delaware corporation (the
“Company”), in connection with the filing of the registration statement on Form
S-1, as amended (“Registration Statement”), under the Securities Act of 1933, as
amended (the “Act”), relating to the offering and sale of (i) 600,000 units (the
“Units”), with each Unit consisting of four shares of the Company’s common
stock, $.001 par value per share (“Common Stock”), Series A Warrants to purchase
three shares of Common Stock (the “Series A Warrants”), Series B
Warrants to purchase 2.45 shares of Common Stock (together with the Series A
Warrants, the “Warrants”), (ii) 90,000 units which the underwriters will have a
right to purchase from the Company to cover over-allotments, if any (the
“Over-Allotment Units”) and (iii) shares Common Stock issuable upon exercise of
the Warrants included in the Units and Over-Allotment Units (the “Warrant
Shares”).
In
connection with our opinion, we have examined the Registration Statement and
originals, or copies certified or otherwise identified to our satisfaction, of
the Restated Certificate of Incorporation, as amended, Bylaws of the Company,
form of Series A Warrant, form of Series B Warrant and such other documents,
records and other instruments as we have deemed appropriate for purposes of the
opinion set forth herein. In making our examination, we have assumed
the genuineness of all signatures, the legal capacity of all natural persons,
the authenticity of the documents submitted to us as originals, the conformity
with the originals of all documents submitted to us as certified, facsimile or
photostatic copies and the authenticity of the originals of all documents
submitted to us as copies.
Based on
the foregoing and subject to the limitations, qualifications and assumptions set
forth herein, we are of the opinion that:
(1) the
shares of Common Stock included in the Units and Over-Allotment Units (the
“Shares”) have been duly authorized and, upon the issuance, delivery and payment
therefor in the manner described in the Registration Statement, the Shares will
be validly issued, fully paid and non-assessable;
(2) when
(a) a warrant agreement for the Warrants has been duly executed and
delivered by the Company and (b) the Warrants have been issued and sold in
the manner described in the Registration Statement, the Warrants included in the
Units and Over-Allotment Units will constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance with
their terms, except as may be limited by bankruptcy, insolvency, reorganization,
fraudulent transfer, fraudulent conveyance, moratorium or other laws now or
hereafter in effect relating to or affecting enforcement of creditors' rights
generally and by general principles of equity (including without limitation
concepts of materiality, reasonableness, good faith and fair dealing),
regardless of whether such enforcement is considered in a proceeding at law or
in equity; and
(3) the
Warrant Shares have been duly authorized and, upon the valid exercise in
accordance with the terms of the Warrants and payment of the consideration
required in connection therewith, the Warrant Shares will be validly issued,
fully paid and non-assessable.
For
purposes of our opinions in paragraphs (1) and (3) above, we express no opinion
as to the law of any jurisdiction other than the Delaware General Corporation
Law (including, to the extent applicable, Delaware statutory and constitutional
provisions and reported case law). For purposes of our opinions in
paragraph (2) above, we express no opinion as to the law of any jurisdiction
other than the State of New York. The opinion expressed herein is
given as of this date, and we do not undertake to supplement this opinion with
respect to any events or changes occurring subsequent to the date
hereof.
We hereby
consent to the reference to our firm under the heading “Legal Matters” in the
Registration Statement and to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that
we are within the category of persons whose consent is required under the Act or
the rules and regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly
yours,
/s/ Winstead
PC