Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Avid Bioservices, Inc. | peregrine_8k-090211.htm |
| EX-1.1 - PLACEMENT AGENCY AGREEMENT - Avid Bioservices, Inc. | peregrine_8k-ex0101.htm |
| EX-10.30 - SUBSCRIPTION AGREEMENT - Avid Bioservices, Inc. | peregrine_8k-ex1030.htm |
| EX-99.1 - PRESS RELEASE - Avid Bioservices, Inc. | peregrine_8k-ex9901.htm |
EXHIBIT 5.1
OPINION OF COUNSEL
Snell & Wilmer L.L.P.
600 Anton Boulevard
Suite 1400
Costa Mesa, California 92626-7689
TELEPHONE: (714) 427-7000
FACSIMILE: (714) 427-7799
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September 2, 2011
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Peregrine Pharmaceuticals, Inc.
14282 Franklin Avenue
Tustin, California 92780
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the offering by Peregrine Pharmaceuticals, Inc., a Delaware corporation (the “Company”), of 6,252,252 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) pursuant to a Registration Statement on Form S-3 (Registration Statement No. 333-171252) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), the prospectus dated December 29, 2010 (the “Base Prospectus”), and the prospectus supplement dated September 2, 2011, filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (the “Prospectus Supplement”). (The Base Prospectus and the Prospectus Supplement are collectively referred to as the “Prospectus.”) The Shares are to be sold by the Company as described in the Registration Statement and the Prospectus.
In connection with this opinion, we have examined and relied upon the Registration Statement, the Prospectus, the Company’s certificate of incorporation and bylaws, as currently in effect, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and 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.
Our opinion herein is expressed solely with respect to the General Corporation Law of the State of Delaware. Our opinion is based on these laws as in effect on the date hereof. We express no opinion as to whether the laws of any particular jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to Shares, or to the sale or issuance thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold in accordance with the Registration Statement and the Prospectus and upon receipt of payment therefor and delivery thereof, will be validly issued, fully paid and non-assessable.
We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus, the filing of this opinion as an exhibit to a Current Report on Form 8-K of the Company and the incorporation by reference of this opinion in the Registration Statement. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder. This opinion is furnished by us, as counsel to the Company, in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act and, except as provided in this paragraph, is not to be used, circulated or quoted for any other purpose.
Very truly yours,
/s/ Snell & Wilmer L.L.P.