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.]
July 11, 2006
Cyclacel Pharmaceuticals, Inc.
150 John F. Kennedy Parkway, Suite 100
Short Hills, NJ 07078
Ladies and gentlemen:
We have acted as counsel for Cyclacel Pharmaceuticals, 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 June 12, 2006 under the Securities Act of 1933, as amended (the ‘‘Act’’), for registration under the Act of the following shares of the Company’s $.001 par value common stock (the ‘‘Common Stock’’):
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| 1. | 6,428,572 shares issued in a private placement to certain of Selling Stockholders at a price of $7.05 per unit (each unit consisting of one share of Common Stock and a warrant to purchase 0.40 shares of Common Stock pursuant to a Securities Purchase Agreement dated as of April 26, 2006. |
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| 2. | 2,571,429 shares underlying five year warrants issued in connection with the transaction described in paragraph 1 above. The exercise price of these warrants is $7.00 per share. |
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:
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| 1. | The 6,428,572 shares of Common Stock issued to certain Selling Stockholders in connection with the transaction described in paragraph 1 above were duly authorized and validly issued by the Company, and are fully paid and non-assessable. |
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| 2. | Up to 2,571,429 shares of Common Stock issuable upon exercise of the five year warrants described in paragraph 2 above, if and when paid for and issued upon exercise of such 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. |
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, |
| /s/ MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. |