Exhibit 5.1
SILVERMAN SCLAR SHIN & BYRNE PLLC
381 Park Avenue South, Suite 1601
New York, New York 10016
Tel. No. 212-779-8600
Telecopy Number - (212) 779-8858
November 18, 2005
Board of Directors
Hemispherx Biopharma, Inc.
1617 JFK Boulevard
Philadelphia, PA 19103
Re: Hemispherx Biopharma, Inc. - Registration Statement on Form S-8
---------------------------------------------------------------
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission (the "SEC") in connection with
the registration under the Securities Act of 1933, as amended, of an aggregate
of 5,578,650 shares (the "Shares") of your common stock, $.001 par value
("Common Stock") issuable upon exercise of warrants issued by Hemispherx
Biopharma, Inc. (the "Company") in connection with the Company's Officers,
Directors, And Employees Stock Compensation Program - 1996, Officers, Directors
And Employees Stock Compensation Program - 1998, Officers, Directors And
Employees Stock Compensation Program - 2001, Officers, Directors And Employees
Stock Compensation Program - 2002 and Officers, Directors And Employees Stock
Compensation Program - 2003 (collectively, the "Plans").
We have reviewed and are familiar with such corporate proceedings and other
matters as we have deemed necessary for this opinion. Based upon the foregoing,
it is our opinion that the Shares, when issued and outstanding pursuant to the
terms of the Plans, will be validly issued, fully paid and nonassessable.
This opinion is limited to matters governed by the General Corporation Law of
the State of Delaware. No opinion is expressed as to the effect that the law of
any other jurisdiction may have upon the subject matter of the opinion expressed
herein under conflicts of law principles, rules and regulations or otherwise.
This opinion is limited to the specific issues addressed herein, and no opinion
may be inferred or implied beyond that expressly stated herein. We assume no
obligation to revise or supplement this opinion should the present laws of the
State of Delaware be changed by legislative action, judicial decision or
otherwise.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Registration Statement and in the Prospectus included therein.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purposes.
Very truly yours,
/s/ Silverman Sclar Shin & Byrne PLLC
------------------------------------
Silverman Sclar Shin & Byrne PLLC