Attached files
file | filename |
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EX-4.1 - EX-4.1 - SELLAS Life Sciences Group, Inc. | b86049exv4w1.htm |
EX-99.1 - EX-99.1 - SELLAS Life Sciences Group, Inc. | b86049exv99w1.htm |
8-K - 8-K - SELLAS Life Sciences Group, Inc. | b86049e8vk.htm |
EX-1.1 - EX-1.1 - SELLAS Life Sciences Group, Inc. | b86049exv1w1.htm |
EX-99.2 - EX-99.2 - SELLAS Life Sciences Group, Inc. | b86049exv99w2.htm |
Exhibit 5.1
April 15, 2011
RXi Pharmaceuticals Corporation
60 Prescott Street
Worcester, MA 01605
60 Prescott Street
Worcester, MA 01605
Re: Registration Statement on Form S-3 of RXi Pharmaceuticals Corporation
Ladies and Gentlemen:
This opinion is furnished to you in connection with the above-referenced registration statement
(the Registration Statement), the base prospectus dated May 21, 2010 (the Base Prospectus), the
preliminary prospectus supplement dated April 14, 2011 (the Preliminary Prospectus) and the
prospectus supplement dated April 15, 2011 (collectively with the Base Prospectus and the
Preliminary Prospectus, the Prospectus). The Prospectus relates to the offering by RXi
Pharmaceuticals Corporation (the Company) of (i) 11,950,000 shares (the Shares) of the
Companys common stock, par value $0.0001 per share (the Common Stock), and (ii) warrants to
purchase an aggregate of 11,950,000 shares of Common Stock (the Warrants). The Shares and
Warrants are covered by the Registration Statement. We understand that the Shares and Warrants are
to be offered and sold in the manner described in the Prospectus.
We have acted as counsel for the Company in connection with the Shares and Warrants. For purposes
of this opinion, we have examined and relied upon such documents, records, certificates and other
instruments as we have deemed necessary.
The opinions expressed below are limited to the Delaware General Corporation Law, including the
applicable provisions of the Delaware Constitution and the reported cases interpreting those laws.
Based upon and subject to the foregoing, we are of the opinion that (i) the Shares, when sold as
described in the Prospectus, will be duly authorized, validly issued, fully paid and
non-assessable, and (ii) provided that the Warrants have been duly executed and delivered by the
Company and duly delivered to the purchasers thereof against payment therefor, then the Warrants,
when issued and sold as described in the Prospectus, will be valid and legally binding obligations
of the Company, enforceable against the Company in accordance with their terms, except as
enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting creditors rights generally and by general equitable
principles (regardless of whether such enforceability is considered in a proceeding at law or in
equity) and implied covenants of good faith and fair dealing.
RXi Pharmaceuticals Corporation
|
- 2 - | April 15, 2011 |
We hereby consent to your filing this opinion as an exhibit to a Current Report on Form 8-K to be
incorporated by reference in the Registration Statement and to the use of our name under the
caption Legal Matters in the Prospectus contained therein. Our consent shall not be deemed an
admission that we are experts whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Commission thereunder.
This opinion may be used only in connection with the offer and sale of the Shares and Warrants
while the Registration Statement remains effective.
Very truly yours, | ||
/s/ Ropes & Gray LLP | ||
Ropes & Gray LLP |