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EXHIBIT 5.1
OPINION OF COUNSEL
[Letterhead of Schreck Morris]
October 11, 2000
NexMed, Inc.
350 Corporate Boulevard
Robbinsville, New Jersey 08691
Re: Registration on Form S-3
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Ladies and Gentlemen:
We have acted as special Nevada counsel to NexMed, Inc., a Nevada
corporation (the "Company") in connection with the registration of an aggregate
of 5,596,573 shares of the Company's Common Stock, par value $.001 per share
(the "Shares"), under the Securities Act of 1933, as amended (the "Act"),
pursuant to the Company's Registration Statement on Form S-3 as filed with the
Securities and Exchange Commission (the "Commission") on September 29, 2000, as
amended by Amendment No. 1 thereto filed with the Commission on October 11,
2000(the "Registration Statement"). The Shares include up to 3,938,256 shares of
Common Stock already issued to shareholders of the Company (the "Selling
Shareholders") and up to 1,658,317 issuable upon the exercise of certain
warrants and options.
In our capacity as your special counsel, we are familiar with the
proceedings taken and proposed to be taken by the Company in connection with the
authorization, issuance and sale of the Shares, and for purposes of this
opinion, have assumed such proceedings will be timely completed in the manner
presently proposed. In rendering the opinions hereinafter expressed, we have
made such legal and factual examinations and inquiries, including an examination
of originals or copies certified or otherwise identified to our satisfaction as
being true reproductions of originals, of all such documents, records,
agreements and instruments, and we have obtained from officers and agents of the
Company and from public officials, and have relied upon, such certificates,
representations and assurances, as we have deemed necessary and appropriate for
the purpose of this opinion.
Without limiting the generality of the foregoing, in our examination,
we have assumed without independent verification, that (i) each of the parties
thereto has duly and validly executed and delivered each instrument, document,
and agreement to which such party is a signatory, (ii) each natural person
executing any such instrument, document, or agreement is legally competent to do
so, (iii) all documents submitted to us as originals are authentic, the
signatures on all documents that we examined are genuine, and all documents
submitted to us as certified, conformed, photostatic or facsimile copies conform
to the original document, and (iv) all corporate
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records made available to us by the Company and all public records reviewed are
accurate and complete.
We are qualified to practice law in the State of Nevada. The opinions
set forth herein are expressly limited to the laws of the State of Nevada and we
do not purport to be experts on, or to express any opinion herein concerning, or
to assume any responsibility as to the applicability to or the effect on any of
the matters covered herein of, the laws of any other jurisdiction. We express no
opinion concerning, and we assume no responsibility as to laws or judicial
decisions related to, or any orders, consents or other authorizations or
approvals as may be required by, any federal law, including any federal
securities law, or any state securities or "blue sky" laws.
Based upon the foregoing, and having regard to legal considerations and
other information that we deem relevant, we are of the opinion that, as of the
date hereof:
1. The Shares have been duly authorized.
2. The Shares being sold by the Selling Shareholders are validly
issued, fully paid and non-assessable.
3. When and to the extent the Shares which will be issued upon
the exercise of warrants or options to purchase Common Stock
are issued and sold upon such exercise and upon the receipt by
the Company of the consideration required to be paid for such
Shares, all in accordance with the instruments governing their
exercise and issuance, and in the manner contemplated by the
Registration Statement, such Shares will be validly issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm therein under the caption
"Legal Matters". In giving this consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
General Rules and Regulations of the Commission promulgated thereunder.
Very truly yours,
SCHRECK MORRIS
