CONSENT OF FOLEY HOAG LLP
Published on January 19, 2010
Exhibit
5.1
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Novelos
Therapeutics, Inc.
One
Gateway Center, Suite 504
Newton,
Massachusetts 02458
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S-8
Registration Statement
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Ladies
and Gentlemen:
We have
acted as counsel for 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 (the
“Act”), of a Registration Statement on Form S-8 (the “Registration Statement”)
relating to the offering of up to 12,509,825 shares (the “Shares”) of the
Company’s Common Stock, par value $.00001 per share, issuable pursuant to the
Company’s 2000 Stock Option and Incentive Plan, as amended and the Company’s
2006 Stock Incentive Plan, as amended (collectively, the “Plans”) and under
options previously granted and currently outstanding (the “Non-Plan
Options”).
In
arriving at the opinions expressed below, we have examined and relied on the
following documents: (a) the Registration Statement; (b) the Plans and the
Non-Plan Options; (c) the Certificate of Incorporation and Bylaws of the
Company, each as amended to date; and (d) 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
records, documents and instruments 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 opinions expressed below.
In
rendering the opinion below, we assume that all Shares to be issued pursuant to
the Plans and the Non-Plan Options will be issued in accordance with the terms
of the Plans and the Non-Plan Options and that the purchase price of a Share
will not be less than its par value.
Based
upon the foregoing, we are of the opinion that:
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1.
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The
Company has the corporate power necessary for the issuance of the Shares
under the Plans and the Non-Plan Options, as contemplated by the
Registration Statement.
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2.
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The
Shares have been duly authorized by all necessary corporate action and,
when issued against payment of the agreed consideration therefor in
accordance with the Plans and the Non-Plan Options, will be validly
issued, fully paid and
non-assessable.
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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 to be used only in connection with the offer and sale of the Shares
while the Registration Statement is in effect.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement in accordance with the requirements of Item 601(b)(5) of Regulation
S-K under the Securities Act and to the reference to our firm under the caption,
“Interests of Named Experts and Counsel.” In giving such consent, we do
not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933 or the rules and
regulations of the Securities and Exchange Commission.
Very
truly yours,
FOLEY
HOAG LLP
By:
/s/ Paul S.
Bork
A
Partner