Exhibit 5.1
July 30, 2009
RXi Pharmaceuticals Corporation
60 Prescott Street
Worcester, MA 01605
| Re: |
|
Registration Statement on Form S-3 (Registration No. 333-158968), initially filed on May 4,
2009 with the Securities and Exchange Commission (the “Commission”) and declared effective on
May 22, 2009 |
Ladies and Gentlemen:
This opinion is furnished to you in connection with the above-referenced registration statement
(the “Registration Statement”), the base prospectus dated May 22, 2009 (the “Base Prospectus”) and
the prospectus supplement dated July 30, 2009 (together with the Base Prospectus, the
“Prospectus”). The Prospectus relates to the offering by RXi Pharmaceuticals Corporation (the
“Company”), of (i) 2,385,715 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per
share (the “Common Stock”) and (ii) warrants (the
“Warrants”) to purchase 954,286 shares of Common
Stock (the “Warrant Shares”), which Shares, Warrants and Warrant Shares are covered by the
Registration Statement. We understand that the Shares, Warrants and Warrant Shares are to be
offered and sold in the manner described in the Prospectus.
We have acted as counsel for the Company in connection with the Shares, Warrants and Warrant
Shares. For purposes of this opinion, we have examined and relied upon such documents, records,
certificates and other instruments as we have deemed necessary.
The opinions expressed below are limited to the Delaware General Corporation Law, including the
applicable provisions of the Delaware Constitution and the reported cases interpreting those laws.
Based upon and subject to the foregoing, we are of the opinion that (i) the Shares, when sold as
described in the Prospectus, will be duly authorized, validly issued, fully paid and
non-assessable, (ii) provided that the Warrants have been duly executed and delivered by the
Company and duly delivered to the purchasers thereof against payment therefor, then the Warrants,
when issued and sold as described in the Prospectus, will be valid and legally binding
obligations of the Company, enforceable against the Company in accordance with their terms, except
as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws relating to or affecting creditors’ rights generally and by general equitable
principles (regardless of whether such enforceability is considered in a
|
|
|
|
|
| RXi Pharmaceuticals Corporation
|
|
- 2 -
|
|
July 30, 2009 |
proceeding at law or in equity) and implied covenants of good faith and fair dealing, and (iii) the
shares of the Company’s common stock issued upon exercise of the Warrants, when issued and sold as
described in the Prospectus, will be validly issued, fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to a Current Report on Form 8-K to be
incorporated by reference in the Registration Statement and to the use of our name under the
caption “Legal Matters” in the Prospectus contained therein. Our consent shall not be deemed an
admission that we are experts whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Commission thereunder.
This opinion may be used only in connection with the offer and sale of the Shares, Warrants and
Warrant Shares while the Registration Statement remains effective.
| |
|
|
|
|
| |
Very truly yours,
/s/ Ropes & Gray LLP
Ropes & Gray LLP
|
|
| |
|
|
| |
|
|
| |
|
|
| |