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EXHIBITS 5.1 & 23.2
FOLEY & LARDNER
ATTORNEYS AT LAW
CHICAGO FIRSTAR CENTER SACRAMENTO
DENVER 777 EAST WISCONSIN AVENUE SAN DIEGO
JACKSONVILLE MILWAUKEE, WISCONSIN 53202-5367 SAN FRANCISCO
LOS ANGELES TELEPHONE (414) 271-2400 TALLAHASSEE
MADISON FACSIMILE (414) 297-4900 TAMPA
MILWAUKEE WASHINGTON, D.C.
ORLANDO WEST PALM BEACH
WRITER'S DIRECT LINE
414/297-5658
EMAIL ADDRESS CLIENT/MATTER NUMBER
Mmarotta@foleylaw.com 018792/0101
February 10, 2000
Nymox Pharmaceutical Corporation
9900 Cavendish Boulevard, Suite 306
St. Laurent, QC, Canada H4M 2V2
Re: Registration Statement on Form F-3 Under the Securities Act of 1933
Ladies and Gentlemen:
We have acted as United States counsel for Nymox Pharmaceutical Corporation, a
Canadian corporation ("Nymox"), in connection with the preparation and filing of
a Registration Statement with the Securities and Exchange Commission on Form F-3
(the "Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), registering the resale of shares of Nymox common shares (the "Shares")
which may be issued to Jaspas Investment Ltd. ("Jaspas") pursuant to (i) a
Common Stock Purchase Agreement (the "Agreement") between Nymox and Jaspas, and
(ii) a warrant held by Jaspas to purchase 200,000 Shares.
We have examined copies of the Agreement together with the exhibits and
schedules attached as a part thereof (collectively, the "Transaction
Documents"). We have examined such certificates of public officials, such
certificates of officers of Nymox and originals or copies certified to our
satisfaction as being true copies of such other documents as we have deemed
relevant and necessary as a basis for this opinion, including the Certificate of
Incorporation and Bylaws of Nymox, resolutions of its Board of Directors and
such other documents as we have deemed relevant and necessary as a basis for our
opinions hereinafter set forth. We have relied, to the extent we deem such
reliance proper, upon such certificates of public officials and of officers of
Nymox, and other statements and information furnished by officers of Nymox with
respect to the accuracy of material factual matters contained therein.
Specifically, we have assumed the accuracy, validity and completeness of all
corporate records and information made available to us by Nymox, and upon which
we rely.
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In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us, the conformity to original
documents of all documents submitted to us as certified or photostatic copies,
and the authenticity of the originals of such latter documents.
As to matters of fact relevant to this opinion, we have relied solely upon and
assume the current accuracy of (a) our examination of the documents referred to
above, and our actual knowledge, (b) the information obtained from public
officials and records included in the documents referred to above, and (c) the
representations and warranties of Nymox and Jaspas set forth in the Agreement
and the Transaction Documents, and any certificates delivered to us by officers
of Nymox or Jaspas. We have made no independent investigations or other attempts
to verify the accuracy of any such information, representations or warranties,
or to determine the existence or non-existence of any other factual matters;
however, we are not aware of any facts that would lead us to believe that any of
the opinions expressed herein are not accurate.
In rendering the opinions contained herein, we have relied on the opinions of
Stikeman Elliot on all matters which are affected by Canadian laws or
regulations, a copy of which opinion is attached hereto.
All of the above assumptions and reliances are made with your consent.
Based on the foregoing and subject to the qualifications hereinafter set forth,
it is our opinion that all necessary corporate action has been taken by Nymox to
validly issue the Shares. Upon their issuance in accordance with the terms of
the Agreement and Transaction Documents, the Shares will be validly issued and
outstanding and fully paid and non-assessable shares in the share capital of
Nymox.
The opinions set forth herein are given as of the date hereof and we disclaim
any obligation or undertaking to advise you of any change in law or fact
affecting or bearing upon the opinions rendered herein occurring after the date
hereof which may come, or be brought, to our attention.
We consent to the filing of this opinion letter as an exhibit to the
Registration Statement and the reference to this firm under the caption "Certain
Legal Matters" in the Prospectus included as part of the Registration Statement.
Yours truly,
FOLEY & LARDNER
By /s/ Foley & Lardner
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