February 14, 2011
NovaDel Pharma Inc.
1200 Route 22 East, Suite 200
Bridgewater, NJ 08807
Registration Statement on
Ladies and Gentlemen,
We have acted as counsel to
NovaDel Pharma, Inc., a Delaware corporation (the Company), in connection
with the filing of the Registration Statement on Form
S-1 and the Prospectus dated February 14, 2011 (the Registration Statement)
under the Securities Act of 1933, as amended (the Act), with the
Securities and Exchange Commission (the SEC). The Registration Statement
relates to the registration by the Company of an aggregate of 1,667 shares (the Shares)
of Series A Convertible Preferred Stock, par value $0.001 per share (the Series
A Preferred Stock),
which are convertible into up to 20,000,000 shares (the Conversion Shares)
of common stock, par value $0.001 per share (the Common Stock),
Series A Warrants (the Series A Warrants) to purchase up to 16,670,000
shares of Common Stock, Series B Warrants (the Series B Warrants)
to purchase up to 20,000,000 shares of Common Stock (the Warrant Shares),
Series C Warrants (the Series C Warrants) to purchase
up to 16,670,000 shares of Common Stock, and the Placement Agent Warrant (Placement
Agent Warrant, together with the
Series A Warrants, the Series B Warrants and the Series C Warrants, the Warrants).
The Shares, the Conversion Shares, the Warrants and the Warrant Shares are referred
to herein as the Securities.
In connection with this
opinion letter, 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, including the Certificate of Designation of the Series
A Preferred Stock, and Bylaws of the Company and such
other documents, records and other instruments as we have deemed appropriate
for purposes of the opinion set forth herein.
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 upon the foregoing, the Shares and Warrants will
be validly issued, fully paid and nonassessable, upon the valid conversion
of the Shares, the Conversion Shares will be validly issued, fully paid and
nonassessable, and upon the valid exercise of the Series B Warrants, the Warrant
Shares will be validly issued, fully paid and nonassessable.
expressed herein are limited to the Delaware General Corporation Law and we
express no opinion with respect to the laws of any other state or jurisdiction.
We hereby consent to the use
of this opinion as Exhibit 5.1 to the Registration Statement and to the
reference to us under the caption Legal Matters in the prospectus included in
the Registration Statement. In giving such consent, we do not hereby admit that
we are acting within the category of persons whose consent is required under
Section 7 of the Act or the rules or regulations of the SEC thereunder.
Very truly yours,
/s/ Morgan Lewis &