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
October 17, 2005 FACSIMILE: 212.451.2222
WWW.OLSHANLAW.COM
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 (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 stockholders listed therein (the "Selling Shareholders")
of 6,559,435 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 6,182,076 Shares owned by the
Selling Stockholders (the "Resale Shares") 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 Resale
Shares have been validly issued and are fully paid and non-assessable and, when
issued and paid for in accordance with the terms and conditions of the common
stock purchase warrant, 377,359 Shares will be validly issued, 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 are owners of shares of
common stock 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
NEW JERSEY OFFICE
2001 ROUTE 46 / SUITE 202
PARSIPPANY, NEW JERSEY 07054
TELEPHONE: 973.335.7400
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