Attached files

file filename
S-1 - S-1 - Predictive Oncology Inc.v245161_s1.htm
EX-10.29 - EXHIBIT 10.29 - Predictive Oncology Inc.v245161_ex10-29.htm
EX-23.1 - EXHIBIT 23.1 - Predictive Oncology Inc.v245161_ex23-1.htm

RICHARDSON & PATEL LLP
1100 Glendon Ave., Suite 850
Los Angeles, California 90024
Telephone (310) 208-1183
Facsimile (310) 208-1154

January 24, 2012

BioDrain Medical, Inc.
2060 Centre Pointe Boulevard, Suite 7
Mendota Heights, Minnesota 55120

 
Re:
Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as counsel for BioDrain Medical, Inc., a Minnesota corporation (the “Company”), in connection with the registration with the Securities and Exchange Commission on Form S-1 of an aggregate 9,196,667 shares of the Company’s common stock (the “Shares”). In connection with this registration, we have reviewed the proceedings of the Board of Directors of the Company relating to the registration and the issuance of the Shares, the articles of incorporation and all amendments thereto of the Company, the bylaws of the Company and all amendments thereto, and such other documents and matters as we have deemed necessary to render the following opinion.

Based upon that review, it is our opinion that the Shares are legally issued, fully paid, and nonassessable.

We do not find it necessary for the purposes of this opinion to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states as to the issuance and sale of the Shares.

We consent to the use of this opinion in the registration statement filed with the Securities and Exchange Commission in connection with the registration of the Shares and to the reference to our firm under the heading "Legal Matters" in the registration statement.

Very truly yours,

RICHARDSON & PATEL LLP

/s/ Richardson & Patel LLP