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Baker &
McKenzie LLP
1900 North Pearl Street, Suite
1500Dallas, Texas 75201United States
Tel: +1 214 978
3000
Fax: +1 214 978
3099
www.bakermckenzie.com
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Based
upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we are of
the opinion that:
1.
The Securities have
been duly and validly authorized and, when such Securities are
issued and paid for in accordance with terms of the Registration
Statement and the underwriting agreement in respect thereof, will
be validly issued, fully paid and non-assessable.
2.
The shares of
Common Stock that may be issued from time to time upon the exercise
of the Common Warrants, the Pre-Funded Warrants and the
Underwriters’ Warrant have been duly and validly authorized
and, when such shares of Common Stock are issued and paid for in
accordance with terms of the the Common Warrants, the Pre-Funded
Warrants and the Underwriters’ Warrant, as applicable,
assuming no change in the applicable law or facts, will be validly
issued, fully paid and non-assessable.
We
express no opinion to the extent that, notwithstanding its current
reservation of shares of common stock for future issuance, future
issuances of securities of the Company and/or adjustments to
outstanding securities of the Company cause the Common Warrants to
be convertible into more shares of the common stock than the number
that then remain authorized but unissued.
The
opinions expressed above are limited to the General Corporation Law
of the State of Delaware and the federal laws of the United States
of America. We do not purport to cover herein the application of
the securities or “Blue Sky” laws of the various
states.
This
opinion letter is limited to the matters stated herein, and no
opinion is implied or may be inferred beyond the matters expressly
stated. We hereby consent to the use of our opinion as herein set
forth as an exhibit to the Registration Statement and to the use of
our name under the caption “Legal Matters” in the
prospectus forming a part of the Registration Statement. In giving
this consent, we do not hereby admit that we come within the
category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the SEC
promulgated thereunder or Item 509 of Regulation S-K.
Very
truly yours,
/s/ BAKER & McKENZIE
LLP
BAKER
& McKENZIE LLP
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