EXHIBIT 5.1
[Holland & Hart LLP Letterhead]
January 8, 2001
BioSante Pharmaceuticals, Inc.
175 Olde Half Day Road, Suite 247
Lincolnshire, IL 60069
RE: BIOSANTE PHARMACEUTICALS, INC.
REGISTRATION STATEMENT ON FORM S-8
Dear Ladies and Gentlemen:
We have acted as special Wyoming counsel to BioSante
Pharmaceuticals, Inc., a Wyoming corporation (the "Company"), in connection
with the registration by the Company of 7,000,000 shares (the "Shares") of
common stock, no par value per share (the "Common Stock") of the Company
issuable under the Company's 1998 Stock Option Plan, as amended through June
13, 2000 (the "Plan"), pursuant to a registration statement on Form S-8 filed
with the Securities and Exchange Commission (the "Registration Statement").
The Shares are issuable pursuant to options for Shares granted by the Company
pursuant to the Plan (collectively, the "Options").
The Company was originally incorporated under the laws of the Province
of Ontario, Canada, and subsequently continued its corporate existence into
Wyoming as if it had been incorporated in Wyoming, by filing its Application for
Certificate of Registration and Articles of Continuance with the Wyoming
Secretary of State on December 19, 1996 ("Articles of Continuance"). The Wyoming
Secretary of State issued a certificate of continuance to the Company on
December 16, 1996. The Articles of Continuance filed by the Company are deemed
to be the Articles of Incorporation of the Company.
In connection with rendering the opinions set forth below, we have
examined the following:
1. A copy of the Plan;
2. A draft copy of the Registration Statement; and
3. Minutes of the Board of Directors of the Company dated March 14,
2000 and June 13, 2000 (collectively, the "Resolutions").
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We have also examined and relied upon such documents, records,
certificates of public officials and matters of law as we have deemed necessary
or appropriate as a basis for the opinions expressed in this letter, including
without limitation the Company's certification to us as to certain matters of
fact (the "Company Certificate"). For purposes of rendering this opinion, we
have also examined and relied on a certificate of legal existence of the Company
dated January 8, 2001, issued by the Wyoming Secretary of State.
For purposes of this opinion, we have assumed with your permission, and
without any investigation, that (i) the statements contained in the Company
Certificate are accurate and complete; (ii) each certificate provided by, and
official public records, of a governmental official reviewed by us for the
purpose of rendering this opinion is accurate, complete and authentic; (iii) the
conformity to the original, and the authenticity of the original, of each
document submitted to us as a copy; (iv) the bylaws of the Company have been
duly adopted in conformity with Wyoming law; (v) the Resolutions have been duly
adopted as the act of the Company in conformity with Wyoming law and the
Company's Articles of Incorporation and Bylaws; (vi) the Plan, including an
amendment thereto which changes all references in the Plan from "subordinate
voting shares" to "common shares," has been duly authorized by the Company's
Board of Directors and shareholders in conformity with Wyoming law and the
Company's Articles of Incorporation and Bylaws; (vii) the Company has duly
authorized the issuance of the Options pursuant to the Plan, and has duly
authorized the consideration to be received in exchange for issuance of the
Shares; (viii) there are a sufficient number of shares of common stock of the
Company available under the Plan to allow for issuance of the Shares after
giving effect to other stock options previously granted by the Company pursuant
to the Plan; (ix) the share certificates which will represent the Shares when
they are issued comply with Wyoming law and the Company's Articles of
Incorporation and Bylaws, and the officers of the Company who will sign such
share certificates will, at the time of the issuance of the capitalized shares,
be duly appointed by the Board of Directors of the Company and authorized to
execute and deliver all such share certificates; and (x) except for the Plan,
there are no other agreements with the holders of the Options with respect to
the grant of the Options and issuance of the Shares pursuant thereto.
Based upon and relying on the foregoing, and subject to the
qualifications set forth herein, we are of the opinion that:
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1. The Company has the corporate authority to issue the Shares which are
the subject of the Registration Statement in the manner and under the
terms set forth in the Plan.
2. The Shares have been duly authorized, and when issued, delivered and
paid for in accordance with the Plan, will be validly issued, fully
paid and nonassessable.
We are admitted to practice law in the State of Wyoming and our
opinions are based on the present laws of the State of Wyoming. Our examination
of laws relevant to matters herein is limited to the corporate laws of the State
of Wyoming. Accordingly, we express no opinion as to matters governed by the
laws of any other state or jurisdiction. By way of example and without
limitation, no opinion is expressed regarding the effect of, or compliance with
federal or state securities laws. Further, we express no opinions except as
specifically set forth in this opinion letter, and no opinions may be implied.
This letter may not be published, quoted or referenced to, or filed
with, any person without our prior written consent, provided that this
opinion letter may be filed as Exhibit 5.1 to the Registration Statement. The
opinion is provided as a legal opinion only, effective as of the date of this
letter, and not as a guaranty or warranty of the matters discussed herein.
Nothing in this letter is intended to, nor shall it be deemed to, be or
constitute an opinion or representation of fact. We expressly disavow any
obligation to advise you with respect to future changes in law or as to any
event or change of condition occurring subsequent to the date of this letter.
Very truly yours,
/s/ Holland & Hart LLP
HOLLAND & HART LLP