Published on May 25, 2007
Exhibit
5.1
May
24,
2007
Novelos
Therapeutics, Inc.
One
Gateway Center, Suite 504
Newton,
MA 02458
Ladies
and Gentlemen:
We
are
furnishing this opinion of counsel to Novelos Therapeutics, Inc., a Delaware
corporation (the ‘‘Company’’), for filing as Exhibit 5.1 to the registration
statement on Form SB-2 (the ‘‘Registration Statement’’) filed by the Company
with the Securities and Exchange Commission under the Securities Act of 1933,
as
amended, relating to the resale of up to 23,400,000 shares of the common stock,
$0.0001 par value per share of the Company (the ‘‘Shares’’).
In
arriving at the opinions expressed below, we have examined and relied on the
following documents: (a) the Certificate of Incorporation and Bylaws of the
Company, each as amended to date; (b) the Registration Statement; and (c) the
records of meetings and consents of the Board of Directors and stockholders
of
the Company provided to us by the Company. In addition, we have examined and
relied on the originals or copies certified or otherwise identified to our
satisfaction of all such corporate records of the Company and such other
instruments and other certificates of public officials, officers and
representatives of the Company and such other persons, and we have made such
investigations of law, as we have deemed appropriate as a basis for the opinion
expressed below.
Based
upon the foregoing, and subject to the qualifications set forth herein, we
are
of the opinion that when the Registration Statement shall have become effective,
(a) with respect to those Shares that are currently outstanding, when sold
pursuant to the Registration Statement, they will be validly and legally issued,
fully paid and non-assessable, and (b) with respect to those Shares to be issued
upon exercises of warrants or conversion of preferred stock, when such shares
are issued and sold pursuant to the Registration Statement, they will be validly
and legally issued, fully paid and non-assessable.
We
express no opinion as to the laws of any state or jurisdiction other than the
General Corporation Law of the State of Delaware (including applicable
provisions of the Delaware Constitution and reported judicial decisions
interpreting such Law and such Constitution) and the federal laws of the United
States of America.
This
opinion is being delivered and is intended for use solely in regard to the
transactions contemplated by the Registration Statement and may not be used,
circulated, quoted in whole or in part or otherwise referred to for any purpose
without our prior written consent and may not be relied upon by any person
or
entity other than the Company, its successors and assigns. This opinion is
based
upon our knowledge of law and facts as of its date. We assume no duty to
communicate to you with respect to any matter which comes to our attention
hereafter.
We
consent to the filing of this opinion as an exhibit to the Registration
Statement and the reference to us under the heading ‘‘Legal Matters’’ in the
prospectus forming a part of the Registration Statement. In
giving
such 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 of the Commission.
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Very
truly yours,
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FOLEY
HOAG LLP
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| By: |
/s/
Paul Bork
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A
Partner
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