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EXHIBIT 5.1
[GORDON & SILVER LETTERHEAD]
September 21, 2000
Axonyx Inc.
825 Third Avenue, 40th Floor
New York, NY 10022
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have acted as special Nevada counsel to Axonyx Inc., a Nevada
corporation (the "COMPANY"), in connection with the proposed issuance and
sale by the Company of up to 4,000,000 shares of the Company's Common Stock,
$0.001 par value per share (the "SHARES"), at a maximum aggregate offering
price of $25,000,000 pursuant to the Company's Registration Statement on Form
S-3, together with any amendments thereto (the "REGISTRATION STATEMENT"), to
be filed with the Securities and Exchange Commission (the "COMMISSION") under
the Securities Act of 1933, as amended (the "ACT").
This letter is being furnished in accordance with the requirements of
Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K, as promulgated
by the Commission.
For the purpose of rendering our opinion set forth herein, we have
examined and relied on (i) a Secretary's Certificate, dated as of September
20, 2000, executed by the Secretary of the Company (the "SECRETARY'S
CERTIFICATE"); (ii) such records and other documents of the Company as we
considered appropriate including, without limitation, the Company's articles
of incorporation, bylaws and minutes of the proceedings of the Company's
board of directors in connection with the issuance and sale of the Shares,
all as contained in exhibits to the Secretary's Certificate and certified by
the Secretary of the Company; and (iii) the Registration Statement.
We have assumed (A) the authenticity of any and all documents submitted
to us as originals; (B) the genuineness of all signatures on documents
submitted to us; (C) the legal capacity of natural persons executing all
relevant documents; (D) the accuracy and completeness of all corporate
records provided to us by the Company; (E) the veracity as of the date of
this letter of the certificates, records, documents and other instruments
furnished to us by the Company, even though they may have been signed or
issued on an earlier date (although, with your permission, we have not
independently verified the statements made therein nor have we investigated
the basis for the representations contained therein); (F) the conformity to
the
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Axonyx Inc.
September 21, 2000
Page 2
originals of all documents submitted to us as copies; and (G) due
authorization by the Company's board of directors of the consideration per
share at which the Shares will be issued pursuant to the Registration
Statement and the related prospectus; and (H) no changes in applicable law
between the date of this letter and the date of the events which are the
subject of this letter.
Based on our review and subject to the assumptions, qualifications and
limitations set forth herein, we are of the opinion that the Shares have been
duly authorized and, if, as and when the Shares are issued in accordance with
the Registration Statement and the related prospectus against delivery of the
consideration therefor specified in the prospectus, the Shares will be
legally issued, fully paid and non-assessable.
We are licensed to practice law in the State of Nevada and the opinion
set forth herein is expressly limited to the laws of the State of Nevada. No
opinion is given or implied regarding federal law or the laws of any
jurisdiction other than the State of Nevada as currently in effect.
This opinion is being delivered to the Company in connection with the
filing of the Registration Statement with the Commission and may not be used
or relied upon for any other purpose.
We consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the prospectus which is part of the Registration
Statement. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the Act,
the rules and regulations of the Commission promulgated thereunder, or Item
509 of Regulation S-B.
Our opinion herein is rendered as of the date of this letter and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may come to our attention and which may alter,
affect or modify such opinion. Our opinion is expressly limited to the
matters set forth above and we render no opinion, whether by implication or
otherwise, as to any other matters relating to the Company or the Shares.
Very truly yours,
GORDON & SILVER, LTD.
