Exhibit 5.1
[LETTERHEAD OF GERSTEN SAVAGE LLP]
October 27, 2008
Enox Biopharma, Inc.
27 Havradim St.
Yehud-Monosson 56275, Israel
Gentlemen:
We have acted as counsel for Enox Biopharma, Inc., a Nevada corporation,
(the "Company") in connection with its filing of a Registration Statement on
Form S-1 (File No. 333-______) (the "Registration Statement") covering an
aggregate of 9,100,453 shares of the Company's common stock, $0.0001 par value
(the "Shares"), to be resold by certain selling stockholders named therein (the
"Selling Stockholders").
In connection with this matter, we have examined the originals or copies
certified or otherwise identified to our satisfaction of the following: (a)
Certificate of Incorporation of the Company, as amended to date; (b) By-laws of
the Company, as amended to date; and (c) the Registration Statement and all
exhibits thereto.
In addition to the foregoing, we also have relied as to matters of fact
upon the representations made by the Company and their representatives and upon
representations made by the Selling Stockholders. In addition, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and the conformity to original documents of all documents
submitted to us certified or photo static copies.
Based upon and in reliance upon the foregoing, and after examination of
such corporate and other records, certificates and other documents and such
matters of law as we have deemed applicable or relevant to this opinion, it is
our opinion that the Company has been duly incorporated and is validly existing
as a corporation in good standing under the laws of the State of Nevada, the
jurisdiction of its incorporation and has full corporate power and authority to
own its properties and conduct its business as described in the Registration
Statement.
The authorized capital stock of the Company consists of 100,000,000 shares
of common stock, $0.0001 par value, of which there are 11,056,560 shares
outstanding, and 50,000,000 shares of undesignated preferred stock, $0.0001 par
value, of which there are no shares outstanding. Proper corporate proceedings
have been taken to validly authorize such authorized capital stock and all the
outstanding shares of such capital stock. The shares have been duly authorized,
legally issued, fully paid, and non-assessable under the corporate laws of the
State of Nevada. The shareholders of the Company have no preemptive rights with
respect to the common stock of the Company.
We hereby consent to the use of firm's name, Gersten Savage LLP, and of the
reference to the opinion and of the use of this opinion as an exhibit to the
Registration Statement and as contained in the Registration Statement itself,
specifically in the section captioned "Legal Representation."
In giving this consent, we do not hereby admit that we come within the
category of a person whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the general rules and regulations thereunder, nor do
we admit that we are experts with respect to any part of the Registration
Statement or the prospectus within the meaning of the term "expert" as defined
in Section 11 of the Securities Act of 1933, as amended, or the rules and
regulations promulgated thereunder.
Very truly yours,
/s/ Gersten Savage LLP
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Gersten Savage LLP