June 3, 2008

Novelos Therapeutics, Inc. One Gateway Center, Suite 504 Newton, MA 02458

 

We have acted as counsel to Novelos Therapeutics, Inc., a Delaware corporation (the ‘‘Company’’), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended, of a registration statement on Form S-1 (the ‘‘Registration Statement’’) relating to the resale of up to 6,888,413 shares of the common stock, $0.0001 par value per share of the Company (the ‘‘Shares’’), issuable upon exercise of warrants that expire on August 9, 2008 (the “Warrants”).

In arriving at the opinion 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, assuming the Registration Statement shall have become effective and that the purchase price payable for the shares upon the exercise of the Warrants has been paid in accordance with the terms of the Warrants, the Shares sold pursuant to the Registration Statement 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.

Very truly yours,
FOLEY HOAG LLP
By:	/s/ Paul Bork
A Partner