Exhibit 5.1
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 |
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 |