Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - GUIDED THERAPEUTICS INC | Financial_Report.xls |
| S-1 - GUIDED THERAPEUTICS, INC. - GUIDED THERAPEUTICS INC | gthps191214.htm |
| EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - GUIDED THERAPEUTICS INC | ex23one.htm |
| EX-10.20 - FORM OF PLACEMENT AGENT AGREEMENT - GUIDED THERAPEUTICS INC | ex10twenty.htm |
| EX-10.19 - FORM OF SECURITIES PURCHASE AGREEMENT - GUIDED THERAPEUTICS INC | ex10nineteen.htm |
| EX-4.17 - FORM OF WARRANT - GUIDED THERAPEUTICS INC | ex4seventeen.htm |
Exhibit 5.1
September 12, 2014
Guided
Therapeutics, Inc.
5835 Peachtree Corners East, Suite D
Norcross, Georgia 30092
| Re: | Registration on Form S-1 of Shares of Common Stock, Warrants and Warrant Shares of Guided Therapeutics, Inc. |
Ladies and Gentlemen:
We have acted as counsel for Guided Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with issuance and sale of up to 45,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), consisting of (i) shares of Common Stock (the “Shares”); (ii) warrants to purchase shares of Common Stock (the “Warrants”); and (iii) shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares” and, together with the Shares and the Warrants, the “Securities”), in each case as described in the Registration Statement on Form S-1 (the “Registration Statement”) filed by the Company to effect registration of the Securities under the Securities Act of 1933 (the “Securities Act”) and to which this opinion has been filed as an exhibit.
In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinions. Based upon the foregoing and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that:
| 1. | The Shares, when issued and delivered in the manner described in the Registration Statement against payment of the consideration therefor, will be validly issued, fully paid and nonassessable. |
| 2. | The Warrants, when issued and sold in accordance with and in the manner described in the Registration Statement, will constitute valid and binding obligations of the Company. |
| 3. | The Warrant Shares, when issued upon exercise of the Warrants pursuant to the terms and conditions of the Warrants, will be validly issued, fully paid and nonassessable. |
The opinion in paragraph 2 is limited by (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations or judicial doctrines from time to time in effect relating to or affecting creditors’ rights generally, and (ii) by general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or equity.
As to facts material to the opinions and assumptions expressed herein, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others. The opinions expressed herein are limited to the laws of the State of New York and the General Corporation Law of the State of Delaware, in each case as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Jones Day