EXHIBIT 5.1
[LETTERHEAD OF COOLEY GODWARD LLP]
June 1, 2005
Hollis-Eden Pharmaceuticals, Inc.
4435 Eastgate Mall, Suite 400
San Diego, CA 92121
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the offering by HOLLIS-EDEN PHARMACEUTICALS, INC., a Delaware corporation (the “Company”), of up to 1,333,333 shares of the Company’s common stock, par value $0.01 (the “Shares”), plus a Warrant (the “Warrant”) to purchase up to 266,667 shares (the “Warrant Shares”), pursuant to a Registration Statement on Form S-3 (No. 333-107318) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the“Act”), the prospectus included within the Registration Statement (the “Base Prospectus”), and the supplemented form of prospectus dated June 1, 2005 and filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Act (the “Prospectus Supplement”). (The Base Prospectus and Prospectus Supplement are collectively referred to as the “Prospectus.”)
In connection with this opinion, we have examined and relied upon the Registration Statement and Prospectus, the Warrant, the Company’s Certificate of Incorporation and Bylaws, as amended, and the originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
Our opinion is expressed only with respect to the federal laws of the United States of America, the laws of the State of California and the General Corporation Law of the State of Delaware. We express no opinion as to whether the laws of any particular jurisdiction other than those identified above are applicable to the subject matter thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that (i) the Shares, when sold in accordance with the Registration Statement and Prospectus, will be validly issued, fully paid and nonassessable, (ii) the Warrant constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity), and (iii) that the Warrant Shares, when issued and paid for in accordance with the terms of the Warrant, will be validly issued, fully paid and nonassessable.
We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statement.
Very truly yours,
Cooley Godward LLP
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By: | | /s/ THOMAS A. COLL
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| | | Thomas A. Coll |
