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EXHIBIT 5.1
GRIPPO & ELDEN
227 West Monroe Street
Suite 3600
Chicago, Illinois 60606
(312) 704-7733
E-mail: [email protected]
January 8, 2001
Photogen Technologies, Inc.
7327 Oak Ridge Highway, Suite B
Knoxville, TN 37931
Re: Photogen Technologies, Inc.
REGISTRATION STATEMENT ON FORM S-3/A
Gentlemen:
As counsel to Photogen Technologies, Inc., a Nevada
corporation (the "Company"), we are familiar with the corporate proceedings of
the Company relating to, and have participated in the preparation and the filing
by the Company of a Registration Statement No. 333-46394, on Form S-3, as
amended (the "Registration Statement"), in connection with the registration
under the Securities Act of 1933, as amended (the "Securities Act"), of up to
$40,000,000 aggregate public offering price of shares of common stock of the
Company, par value $.001 per share (the "Shares"). This opinion is delivered in
accordance with the requirements of Item 601(b)(5) of Regulation S-K under the
Act.
In connection with this opinion, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement relating to the offering of
the Securities, as filed with the Securities and Exchange Commission (the
"Commission") on September 22, 2000 under the Securities Act of 1933, as
amended (the "Act"), (ii) Amendment No. 1 to the Registration Statement as
filed with the Commission on November 28, 2000; (iii) Amendment No. 2 to the
Registration Statement as filed with the Commission on January 8, 2001; (iv)
the Articles of Incorporation of the Company as currently in effect; (v) the
By-Laws of the Company as currently in effect; and (vi) certain resolutions
adopted by the Board of Directors of the Company relating to, among other
things, the Shares covered by the Registration Statement. We have also
examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements,
certificates of public officials, certificates of officers or representatives
of the Company and others, and such other agreements, documents, instruments,
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certificates and records as we have deemed necessary or appropriate as a
basis for the opinions set forth below.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents and records submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts material
to this opinion which we did not independently establish or verify, we have
relied upon oral or written statements and representations of officers and other
representatives of the Company and others.
Based upon and subject to the foregoing, we advise you that in
our opinion:
A. The Company is a corporation duly organized and validly
existing under and by virtue of the laws of the State of Nevada and has
adequate corporate powers to own and operate its property and to
transact the business in which it is engaged.
B. The Shares being registered for sale by the Company as
described in the Registration Statement (as amended) will be legally
issued, fully paid and non-assessable when issued, sold and delivered
in conformity with and for the consideration stated in (i) the terms of
a purchase agreement binding on the purchaser and duly approved by the
Board of Directors of the Company, and (ii) the Registration Statement,
any amendment thereto, the Prospectus and any Prospectus Supplement
relating thereto.
We express no opinion as to matters of law in jurisdictions
other than the State of Illinois, the federal law of the United States, and the
corporate law of the State of Nevada.
We hereby consent to the reference to our firm under the
heading "Legal Matters" in the prospectus included in the Registration Statement
and to the filing of this opinion with the Commission as an exhibit to the
Registration Statement. In giving such consent, we do not concede that we are
experts within the meaning of the Securities Act or the rules and regulations
thereunder or that this consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ Grippo & Elden
Grippo & Elden
