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EXHIBIT 5.2 & 23.3
STIKEMAN, ELLIOTT
BARRISTERS & SOLLICITORS
40TH FLOOR
1155 RENE-LEVESQUE BOUL. W.
MONTREAL, QC, CANADA H3B 3V2
Foley & Lardner
777 East Wisconsin Avenue February 10, 2000
Milwaukee, Wisconsin 53202
USA
Re: Nymox Pharmaceutical Corporation
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Dear Sirs:
We have acted as Canadian counsel to Nymox Pharmaceutical Corporation,
a Canadian corporation ("NYMOX"), in connection with (i) the Common Stock
Purchase Agreement dated as of November 1, 1999 (the "PURCHASE AGREEMENT") by
and between Nymox and Jaspas Investments Limited ("JASPAS") pursuant to which
Jaspas (a) has committed to purchase common shares of Nymox (the "SHARES"), over
a period of time, upon periodic requests of Nymox, and (b) has been granted a
warrant (the "WARRANT") to purchase up to 200,000 common shares (the "WARRANT
SHARES") of Nymox (collectively, the "TRANSACTION"), and (ii) the preparation of
a registration statement on Form F-1 (the "REGISTRATION STATEMENT") under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), registering the
resale of the Shares and the Warrant Shares to be issued to Jaspas in the
Transaction.
For the purposes of rendering this opinion, we have reviewed the
following agreements and instruments: (a) the Purchase Agreement; (b) the
Warrant; (c) the Registration Rights Agreement between Jaspas and Nymox, dated
as of November 1, 1999 (the "REGISTRATION RIGHTS AGREEMENT"); and (d) the Escrow
Agreement between Jaspas, Nymox and Epstein Becker & Green, P.C., dated as of
November 1, 1999 (the "ESCROW AGREEMENT") (the Purchase Agreement, the Warrant,
the Registration Rights Agreement and the Escrow Agreement are referred to
collectively herein as the "TRANSACTION DOCUMENTS"). We have not participated in
the preparation of the Transaction Documents, nor of any other document or
agreement related thereto.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of the Transaction Documents, the certificate and articles
of incorporation of Nymox, the by-laws of Nymox, resolutions of the directors of
Nymox relating to the Transaction Documents and related documents and such
public and corporate records, certificates, instruments and other documents and
papers, and have made such examinations and investigations of law as we have
considered necessary or desirable as a basis for the opinions hereinafter
expressed.
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For the purposes of the opinion as to the existence of the Purchaser
set forth in paragraph 1 hereunder, we have relied exclusively upon a
Certificate of Compliance dated February 8, 2000 provided pursuant to subsection
263(2) of the Canada Business Corporations Act (the "CBCA"), a copy of which
certificate is attached hereto as Schedule "A". For the purposes of certain
questions of fact material to our opinion, and without any independent
investigation or inquiry, we have relied upon a certificate of an officer of
Nymox as at the date hereof, an original copy of which is attached hereto as
Schedule "B" (the "OFFICER'S CERTIFICATE").
In our examination of such documents, we have assumed:
the genuineness of all signatures on, and the authenticity and
completeness of, all documents submitted to us, and the conformity to authentic
original documents of all documents submitted to us as certified, photostat or
similarly reproduced copies of such original documents;
the completeness, truth and accuracy of all facts set forth in the
official public records, certificates and documents supplied by public officials
or otherwise conveyed to us by public officials;
the completeness, truth and accuracy of all facts set forth in the
certificates supplied by the respective officers and directors of Nymox
including, without limitation, the Officer's Certificate;
that each of the parties or signatories to any of the Transaction
Documents, other than Nymox, has the necessary power, capacity and authority to
execute, deliver and perform each such Transaction Document, has taken all
necessary actions to authorize the execution, delivery and performance by it of
each such Transaction Document and has duly executed and delivered each such
Transaction Document and that each such Transaction Document constitutes legal,
valid and binding obligations of such parties enforceable against them in
accordance with its terms.
Our opinions expressed herein are limited to matters governed by the
laws of the Province of Quebec and the laws of Canada applicable therein. We do
not express any opinion with respect to the laws of any other jurisdiction.
Based and relying upon the foregoing, and subject to the qualification
set forth below, we are of the opinion that:
1. Nymox is a corporation incorporated and validly existing under the
CBCA and has all necessary corporate power and authority to enter into
the Transaction Documents and to perform its obligations thereunder;
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2. The execution and delivery of and performance by Nymox of the
Transaction Documents and the consummation of the transactions
contemplated thereby, including the issuance of the Shares and the
Warrant Shares, have been authorized by all necessary corporate action
on the part of Nymox, and no further consent or authorization of Nymox
or its Board of Directors or shareholders is required.
3. Each of the Transaction Documents has been duly executed and, to the
extent delivery thereof is a matter of the laws of Quebec, delivered by
Nymox.
4. The Shares and Warrant Shares to be issued pursuant to the Purchase
Agreement or the Warrant, when the amounts payable under the Purchase
Agreement or the Warrant, as the case may be, is paid and such Shares
or Warrant Shares, as the case may be, are issued as provided therein,
will be validly issued by Nymox and will be outstanding as fully paid
and non-assessable common share in the share capital of Nymox.
5. All necessary documents have been filed, all requisite proceedings have
been taken and all approvals, permits, exemptions, consents, orders and
authorizations of the Quebec Securities Commission required under the
securities laws of Quebec have been obtained in order to qualify the
Shares and the Warrant Shares for issuance to Jaspas.
The opinions set forth above are qualified as follows: (a) the Quebec
Securities Commission has the authority under the Securities Act (Quebec) to
deny the benefit of an exemption otherwise provided in that Act where it
considers it necessary to do so to protect investors; and (b) the report
required to be filed with the Quebec Securities Commission with respect to the
Purchase Agreement was filed beyond the ten-day period of time within which such
report was required to be filed, and we express no opinion as to the effect of
such delay on the availability of the statutory exemption relied upon.
This opinion is solely for the benefit of the addressee and not for the
benefit of any other person. It is rendered solely in connection with the
transactions to which it relates. It may not be quoted, in whole or in part, or
otherwise referred to or used for any purpose without our prior written consent.
The addressee may annex this opinion to its own opinion to be delivered in
connection with the completion of the arrangements contemplated in the Purchase
Agreement.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm name under the caption
"Certain Legal Matters" in the prospectus included as part of the Registration
Statement.
Yours truly,
/s/ Stikeman Elliott
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Stikeman Elliott
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NYMOX PHARMACEUTICAL CORPORATION
OFFICER'S CERTIFICATE
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TO: Stikeman, Elliott
The undersigned, Roy Wolvin, secretary of Nymox Pharmaceutical
Corporation (the "CORPORATION"), hereby certifies as follows, intending that the
same may be relied upon by you in connection with your opinion of even date
herewith without further inquiry:
1. The minute books and corporate records of the Corporation relating to
the proceedings of the shareholders and directors of the Corporation, which have
been made available to Stikeman, Elliott, are the original minute books and
corporate records of the Corporation and contain all minutes of meetings,
resolutions, by-laws and proceedings of the shareholders and directors of the
Corporation to the date hereof and there have been no meetings, resolutions,
by-laws or proceedings authorized or passed by the shareholders or directors of
the Corporation to the date hereof not reflected in such minute books and
corporate records. Such minute books and corporate records are true, complete
and correct in all respects and there are no changes, additions or alterations
necessary to be made thereto to make such books and corporate records true,
complete and correct.
The Corporation is not insolvent and has not been dissolved and no acts or
proceedings have been taken by or against the Corporation or are pending in
connection with, and the Corporation has not received notice in respect of and
is not in the course of or contemplating, any liquidation, winding-up,
dissolution, bankruptcy, insolvency or reorganization.
The Corporation has not taken any steps to terminate its existence, amalgamate,
to continue in any other jurisdiction or to change its corporate existence in
any way. The Corporation has not received any notice of any proceedings to
cancel its certificate of incorporation or otherwise to terminate its existence.
The Corporation has not received any notice or other communication from any
person or governmental authority indicating that there exists any situation
which, unless remedied, could result in the termination of its existence.
IN WITNESS WHEREOF, I have signed this 10th day of February, 2000.
/s/ Roy Wolvin
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Roy Wolvin
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