Exhibit 5
OLSHAN
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
Telephone: 212-4512-3000
Facsimile: 212-451-2222
July 21, 2005
CepTor Corporation
200 International Circle
Suite 2100
Hunt Valley, Maryland 21030
Gentlemen:
We have acted as counsel to CepTor Corporation, a Delaware corporation (the
"Company"), in connection with its registration statement on Form SB-2, as
amended by Pre-Effective Amendment No.1 (the "Registration Statement"), being
filed with the Securities and Exchange Commission under the Securities Act of
1933 (the "Act") for the registration for resale by the selling shareholders
listed therein (the "Selling Shareholders") of 14,301,428 shares of the
Company's common stock par value $0.0001 per share (the "Shares").
In connection with the foregoing, we have examined originals or copies,
satisfactory to us, of (i) the Company's Certificate of Incorporation and
By-laws, each as amended to date, and (ii) resolutions adopted by the Company's
Board of Directors authorizing the issuance of the Shares. We have also reviewed
such other matters of law and examined and relied upon such corporate documents,
certificates, agreements, instruments and records, as we have deemed necessary
for the purpose of expressing an opinion as set forth below. Our opinion with
respect to the valid issuance of an aggregate of 14,301,428 Shares owned by the
Selling Shareholders which are being registered by the Company pursuant to the
Registration Statement is made solely in reliance on the Company's and its
transfer agent's records. In our examinations we have assumed the genuineness of
all signatures, the authenticity of all documents and instruments submitted to
us as originals or copies, and the conformity of any copies to the originals.
Based upon and subject to the foregoing, we are of the opinion that the Shares
have been validly issued and are fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference made to our firm under the caption "Legal
Matters" in the prospectus which accompanies the Registration Statement.
We advise you that this firm and a member of this firm would be deemed the
beneficial owner of shares of the Company and such member is also trustee of
certain trusts that are beneficial owners of shares of the Company.
Very truly yours,
/s/ Olshan Grundman Frome Rosenzweig & Wolosky LLP
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Olshan Grundman Frome Rosenzweig & Wolosky LLP
