Attached files
file | filename |
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8-K - 8-K - Cardiff Oncology, Inc. | a15-3915_18k.htm |
EX-1.1 - EX-1.1 - Cardiff Oncology, Inc. | a15-3915_1ex1d1.htm |
EX-99.1 - EX-99.1 - Cardiff Oncology, Inc. | a15-3915_1ex99d1.htm |
EXHIBIT 5.1
SICHENZIA ROSS FRIEDMAN FERENCE LLP
61 Broadway, 32nd Floor
New York, NY 10006
Telephone: (212) 930-9700
Facsimile: (212) 930-9725
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February 6, 2015 |
Trovagene, Inc.
11055 Flintkote Avenue, Suite A
San Diego, CA 92121
Re: Trovagene, Inc.s Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel for Trovagene, Inc., a Delaware corporation (the Company), in connection with the preparation and filing of a Registration Statement on Form S-3 (File No. 333-186196) (the Registration Statement) with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), and the rules and regulations promulgated thereunder, and declared effective by the Commission on February 4, 2013, the prospectus included therein (the Prospectus) and the preliminary prospectus supplement, dated February 5, 2015 (the Prospectus Supplement), filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Securities Act.
The Prospectus Supplement pertains to an underwritten offering (the Offering) pursuant to the Purchase Agreement dated February 6, 2015 between the Company and the underwriter named therein (the Purchase Agreement) and relates to the issuance and sale by the Company of 4,444,444 shares of common stock, par value $0.0001 per share, of the Company (the Common Stock), plus an additional 666,666 shares that may be sold pursuant to the exercise of an over-allotment option (collectively, the Shares).
We understand that the Shares are to be sold, as described in the Registration Statement, the Prospectus and the Prospectus Supplement, pursuant to the Underwriting Agreement filed as Exhibit 1.1 to the Current Report on Form 8-K to which this opinion is attached as Exhibit 5.1.
In connection with this opinion, we have examined the Registration Statement, the Prospectus and the Prospectus Supplement. We also have examined such corporate records, certificates and other documents and such questions of law as we have considered necessary or appropriate for the purpose of this opinion. We have assumed: (A) the genuineness and authenticity of all documents submitted to us as originals and (B) the conformity to originals of all documents submitted to us as copies thereof. As to
certain factual matters, we have relied upon certificates of officers of the Company and have not sought independently to verify such matters.
Based on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that the issuance and sale of the Shares have been duly authorized and, when issued and sold in the manner described in the Registration Statement, the Prospectus and the Prospectus Supplement and in accordance with the terms and conditions of the Underwriting Agreement, the Shares will be validly issued, fully paid and non-assessable;
We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement and to the references to our firm therein and in the Prospectus and the Prospectus Supplement under the caption Legal Matters. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
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Very truly yours, |
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/s/ Sichenzia Ross Friedman Ference LLP |