Exhibit 5.1
KARR TUTTLE CAMPBELL
A PROFESSIONAL SERVICE CORPORATION
ATTORNEYS AT LAW
1201 Third Avenue, Suite 2900
Seattle, Washington 98101
TELEPHONE: (206) 223-1313
FACSIMILE: (206) 682-7100
August 2, 2012
Cell Therapeutics, Inc.
501 Elliott Avenue West, Suite 400
Seattle, WA 98119
Re: Registration of Securities of Cell Therapeutics, Inc.
Ladies and Gentlemen:
This opinion is furnished to Cell Therapeutics, Inc., a Washington corporation (the “Company”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on August 2, 2012, under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the issuance and sale of an unspecified amount of securities of the Company for aggregate proceeds of up to $150,000,000, consisting of, among others, (a) shares of the Company’s common stock, no par value per share (the “Common Stock”) and (b) shares of the Company’s preferred stock, no par value per share (the “Preferred Stock”). The Common Stock and Preferred Stock are collectively referred to herein as the “Securities.”
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate and other records and documents as we considered appropriate including, without limitation:
(i) the Registration Statement;
(ii) the Amended and Restated Articles of Incorporation of the Company, as amended, as presently in effect (the “Articles of Incorporation”);
(iii) the Second Amended and Restated Bylaws of the Company, as presently in effect (the “Bylaws”); and
(iv) certain resolutions of the Board of Directors of the Company (the “Board of Directors”) adopted effective July 25, 2012 (the “Board Resolutions”) relating to, among other things, the issuance and sale of the Securities, the preparation and filing of a Registration Statement on Form S-3, and related matters.
In such review and examination, we have assumed the following: (a) the legal capacity of all natural persons; (b) the authenticity of original documents and the genuineness of all signatures; (c) the conformity to the originals of all documents submitted to us as copies; and (d) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.
In connection with each of the opinions expressed below, we have further assumed that, at or prior to the time of delivery of any Security, (i) the Board of Directors or a duly formed committee thereof has taken all necessary corporate action to authorize the issuance and sale of such Security in accordance with the Board Resolutions, and such authorization has not been modified or rescinded, (ii) the Registration Statement’s effectiveness has not been terminated or rescinded, (iii) an appropriate prospectus supplement with respect to such Security has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations thereunder, and (iv) there has not occurred any change in law affecting the validity or enforceability of such Security. We have also assumed that the terms of the issuance and sale of any Security have been duly established in conformity with the Articles of Incorporation and the Bylaws and that none of the terms of any Security to be established after the date hereof, nor the issuance and delivery of such Security, nor the compliance by the Company with the terms of such Security will violate any applicable law or public policy or result in a violation of any provision of any instrument or agreement then binding upon the Company or any restriction imposed by any court or governmental body having jurisdiction over the Company.
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 assumptions, limitations and qualifications expressed herein, it is our opinion that:
1. With respect to any shares of Common Stock offered under the Registration Statement (the “Offered Common Stock”), when (i) certificates representing the shares of Offered Common Stock in the form required under the Washington Business Corporation Act (the “Business Corporation Act”) have been duly executed, countersigned, registered and delivered upon payment of the agreed upon consideration therefor, or, in the case of shares issued in “street name,” the shares have been entered on the books of the transfer agent and registrar under the names of the nominal owners, and (ii) if the Offered Common Stock is to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Common Stock has been duly authorized, executed and delivered by each party thereto, the issuance and sale of such shares of Offered Common Stock will have been duly authorized by all necessary corporate action on the part of the Company, and such shares will be validly issued, fully paid and nonassessable.
2. With respect to any shares of any series of Preferred Stock offered under the Registration Statement (the “Offered Preferred Stock”), when (i) the filing of Articles of
Amendment amending the Articles of Incorporation in accordance with the applicable provisions of the Business Corporation Act with the Secretary of State of the State of Washington has duly occurred, (ii) certificates representing the shares of Offered Preferred Stock in the form required under the Business Corporation Act representing the Offered Preferred Stock have been duly executed, countersigned, registered and delivered upon payment of the agreed upon consideration therefor, or, in the case of shares issued in “street name,” the shares have been entered on the books of the transfer agent and registrar under the names of the nominal owners, and (iii) if the Offered Preferred Stock is to be sold pursuant to a firm commitment underwritten offering, the underwriting agreement with respect to the Offered Preferred Stock has been duly authorized, executed and delivered by each party thereto, the issuance and sale of the shares of Offered Preferred Stock will have been duly authorized by all necessary corporate action on the part of the Company, and such shares will be validly issued, fully paid and nonassessable.
The opinions expressed herein are subject to the following assumptions, limitations and qualifications:
a. The law covered by this opinion is limited to the Business Corporation Act as presently enacted. We express no opinion as to laws other than the Business Corporation Act, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction, any other Washington laws, regulations, rules, constitutions or statutes, or any matters of municipal law or the laws of any local agencies within Washington or any other state. We express no opinion with respect to federal or international law or the laws of any country.
b. This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Securities or the Registration Statement.
c. This opinion letter is based on the customary practice of lawyers who regularly give, and lawyers who regularly advise opinion recipients regarding, opinions of the kind involved, including customary practice as described in bar association reports.
We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the heading “Legal Matters” in the prospectus constituting part of the Registration Statement. In giving such consent, we do not believe that we are “experts” within the meaning of such term as used in the Securities Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.
| Very truly yours, |
/s/ KARR TUTTLE CAMPBELL, a professional service corporation |
