EXHIBIT 5.1
| July 7, 2008 | Main +1.206.447.0900 Fax +1.206.447.0849
26866.0027 |
Cell Therapeutics, Inc.
501 Elliott Avenue West, Suite 4000
Seattle, WA 98119
| Re: | Registration of Securities of Cell Therapeutics, Inc. |
Ladies and Gentlemen:
Per your request, we have examined the Registration Statement on Form S-3 (the “Registration Statement”) of Cell Therapeutics, Inc., a Washington corporation (the “Company”) to be filed with the Securities and Exchange Commission on or about July 7, 2008, including a prospectus (the “Prospectus”) which may be supplemented from time to time by one or more prospectus supplements, which provides for the registration for resale under the Securities Act of 1933, as amended (the “Securities Act”), of 28,481,012 shares of the Company’s common stock, no par value, issuable upon exercise of a certain Company warrant (the “Shares”).
We have reviewed, among other things, (i) the Registration Statement and related Prospectus, (ii) the Securities Purchase Agreement dated April 29, 2008, between the Company and an investor (the “Purchase Agreement”), (iii) the Series A Common Stock Purchase Warrant, dated April 30, 2008, issued by the Company to such investor (the “Warrant”), (iv) the Amended and Restated Articles of Incorporation of the Company, as in effect as of the date hereof (the “Restated Articles”), (v) the Amended and Restated Bylaws of the Company, as in effect as of the date hereof, and (vi) the records of the corporate proceedings and other actions taken by the Company in connection with the authorization, issuance and sale of the Warrant and the Shares. We have made such other factual inquiries as we deemed necessary to render this opinion.
Based upon the foregoing and our examination of such questions of law as we have deemed necessary or appropriate for the purpose of our opinion, and subject to the limitations and qualifications expressed herein, it is our opinion that:
1. The Shares have been duly authorized by all necessary corporate action on the part of the Company and, when and if duly issued upon exercise of the Warrant pursuant to the terms of the Warrant and the countersigning of a certificate or certificates representing the Shares by a duly authorized signatory of the registrar of Common Stock, the Shares will be validly issued, fully paid and non-assessable.
Heller Ehrman LLP 701 Fifth Avenue, Suite 6100 Seattle, WA 98104-7098 www.hellerehrman.com
Anchorage Beijing Hong Kong Los Angeles Madison, WI New York San Diego San Francisco Seattle Silicon Valley Singapore Washington, D.C.
Cell Therapeutics, Inc. July 7, 2008 Page 2 |
This opinion is limited to the laws of the State of Washington, and we disclaim any opinion as to the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the heading “Legal Matters” in the related Prospectus.
| Very truly yours, |
| /s/ Heller Ehrman LLP |
