Exhibit 5
OLSHAN
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
PARK AVENUE TOWER
65 EAST 55TH STREET
NEW YORK, NEW YORK 10022
TELEPHONE: 212.451.2300
August 16, 2005 FACSIMILE: 212.451.2222
WWW.OLSHANLAW.COM
CepTor Corporation
200 International Circle
Suite 5100
Hunt Valley, Maryland 21030
Re: Form S-8 Registration Statement
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Gentlemen:
We have acted as counsel to CepTor Corporation, a Delaware
corporation (the "Company"), in connection with its Registration Statement on
Form S-8, dated the date hereof (the "Registration Statement"), being filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"). The Registration Statement relates to the
registration of (i) 1,170,435 shares (the "Plan Shares") of common stock,
$0.0001 par value per share (the "Common Stock"), of the Company, issuable
pursuant to the Company's 2004 Incentive Stock Plan (the "Incentive Stock
Plan"), (ii) an aggregate of 3,039,443 shares of Common Stock, of which
3,031,943 shares were issued under the Company's Founders' Plan (the "Founders'
Plan" and together with the Incentive Stock Plan, the "Plans") and 7,500 shares
were issued under the Incentive Stock Plan ("Restricted Shares"), and (iii)
105,195 shares of Common Stock to be issued by the Company upon the exercise of
stock options granted under the Incentive Stock Plan (the "Option Shares").
In connection with this opinion, we have examined the Company's
Amended and Restated Certificate of Incorporation and Amended and Restated
By-laws, the Plans, the Registration Statement and such other documents as we
have considered appropriate for purposes of this opinion.
We have also reviewed such other matters of law and examined and
relied upon such other documents, records and certificates as we have deemed
relevant hereto. In all such examinations we have assumed conformity with the
original documents of all documents submitted to us as conformed or photostatic
copies, the authenticity of all documents submitted to us as originals and the
genuineness of all signatures on all documents submitted to us. As to any facts
material to this opinion that 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.
NEW JERSEY OFFICE
2001 ROUTE 46 / SUITE 202
PARSIPPANY, NEW JERSEY 07054
TELEPHONE: 973.335.7400
FACSIMILED: 973.335.8018
August 16, 2005
Page 2
On the basis of the foregoing and subject to the assumptions,
qualifications and limitations set forth herein, we are of the opinion that the
Plan Shares and the Option Shares have been duly authorized by the requisite
corporate action on the part of the Company and, when issued pursuant to the
terms and in the manner set forth in the Plans, will be validly issued, fully
paid and non-assessable and that the Restricted Shares were validly issued and
are fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference made to our firm under the caption
"Legal Matters" in the Prospectus constituting part of the Registration
Statement.
This firm and a member of this firm holds shares of Common Stock. In
addition, a member of this firm is a trustee of certain trusts that hold shares
of Common Stock and has voting and dispositive power over the shares of Common
Stock held in such trusts.
Very truly yours,
/s/ OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
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OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
