EXHIBIT 5.1, Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
[letterhead of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.]
December 15, 2000
Palatin Technologies, Inc.
103 Carnegie Center, Suite 200
Princeton, New Jersey 08540
Ladies and gentlemen:
We have acted as counsel for Palatin Technologies, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") on December 15, 2000 under
the Securities Act of 1933, as amended (the "Act"), for registration under the
Act of the following securities:
1. 2,532,369 shares of common stock, par value $.01 per share (the
"Common Stock"), sold in a private placement in September and October
2000 to certain of the selling stockholders ("Selling Stockholders")
named in the Registration Statement.
2. Up to 506,475 shares of Common Stock issuable upon exercise of the
Company's Common Stock Warrants ("Private Placement Warrants") issued
to certain of the Selling Stockholders in conjunction with their
purchase of Common Stock in the private placement described in
paragraph 1 above.
3. Up to 303,884 shares of Common Stock issuable upon exercise of the
Company's Common Stock Warrants ("Private Placement Finder's
Warrants") issued to Privateq Advisors AG as partial compensation for
its services as a finder in the private placement described in
paragraph 1 above.
4. Up to 50,000 shares of Common Stock issued or issuable upon exercise
of the Company's Common Stock Warrants ("Watson Termination Warrants")
issued in April 2000 to certain of the Selling Stockholders in
connection with the termination of the Company's license agreement
with Watson Laboratories, Inc.
As counsel to the Company, we have examined such corporate records,
documents, agreements and such matters of law as we have considered necessary or
appropriate for the purpose of this opinion. Upon the basis of such examination,
we advise you that in our opinion:
1. The 2,532,369 shares of Common Stock issued to the Selling
Stockholders were duly authorized and validly issued by the Company,
and are fully paid and non-assessable.
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Palatin Technologies, Inc.
December 15, 200
Page 2
2. Up to 506,475 shares of Common Stock issuable upon exercise of Private
Placement Warrants, if and when paid for and issued upon exercise of
Private Placement Warrants in accordance with the terms thereof, will
be duly authorized and validly issued by the Company, and will be
fully paid and non-assessable.
3. Up to 303,884 shares of Common Stock issuable upon exercise of Private
Placement Finder's Warrants, if and when paid for and issued upon
exercise of Private Placement Finder's Warrants in accordance with the
terms thereof, will be duly authorized and validly issued by the
Company, and will be fully paid and non-assessable.
4. (a) Up to 41,062 shares of Common Stock issuable upon exercise of
Watson Termination Warrants, if and when paid for and issued upon
exercise of Watson Termination Warrants in accordance with the terms
thereof, will be duly authorized and validly issued by the Company,
and will be fully paid and non-assessable; and (b) 8,938 shares of
Common Stock issued upon exercise of Watson Termination Warrants in
accordance with the terms thereof, are duly authorized and validly
issued by the Company, and are fully paid and non-assessable.
We are members of the Bar of the State of New York, and the opinions
expressed herein are limited to questions arising under the laws of the State of
New York, the General Corporation Law of the State of Delaware and the Federal
laws of the United States of America, and we disclaim any opinion whatsoever
with respect to matters governed by the laws of any other jurisdiction.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to this firm under the caption "Legal Matters"
in the Prospectus which is a part of the Registration Statement. Reference is
made to the section of the Registration Statement entitled "Legal Matters" for a
description of ownership of the Company's securities by a member of this firm.
Very truly yours,
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
