EXHIBIT 5.1
OPINION OF COUNSEL
FALK, SHAFF & ZIEBELL, LLP
ATTORNEYS AT LAW
18881 VON KARMAN AVENUE
SUITE 1400
IRVINE, CALIFORNIA 92612
TELEPHONE: (949) 660-7700
FACSIMILE: (949) 660-7799
June 23, 2003
Peregrine Pharmaceuticals, Inc.
14272 Franklin Avenue
Suite 100
Tustin, California 92780
Attention: Steven M. King, CEO
Re: ISSUANCE OF SHARES PURSUANT TO S-8 REGISTRATION STATEMENT
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Dear Mr. King:
This letter relates to the issuance of up to 3,000,000 shares of common
stock, $.001 par value (the "Shares"), of Peregrine Pharmaceuticals, Inc., a
Delaware corporation (the "Company") registered pursuant to that Registration
Statement on Form S-8, filed with the Securities and Exchange Commission on June
23, 2003 (the "Registration Statement"). You have requested that we deliver to
you an opinion as to whether the Shares will have been duly authorized, validly
issued, and, when issued, will be fully paid and non-assessable shares of common
stock of the Company. We have examined the Certificate of Incorporation, as
amended, and such other corporate records, including the resolutions of the
Company's Board of Directors, and such other documents as we have deemed
necessary in order to express the opinion set forth below. In our examination we
have assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as originals and the conformity of all originals of
all documents submitted to us as copies. As to questions of fact material to
such opinion, we have relied upon statements and representations of the Company.
Our opinion is based on existing law that is subject to change either
prospectively or retroactively. Relevant laws could change in a manner that
could adversely affect the Company or its stockholders. We have no obligation to
inform the Company of any such change in the law. We have not been requested to
opine, and we have not opined, as to any issues other than those expressly set
forth herein. This opinion extends only to questions relating to the validity of
the Shares offered and sold under the Registration Statement. We express no
opinion with respect to any other issue.
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We are admitted to practice law in the State of California and our
opinion is limited to federal law and the corporate laws of the State of
California and the State of Delaware that affect such opinion. We express no
opinion with respect to any other law or the laws of any other jurisdiction.
Assuming the Shares are issued and paid for in accordance with the
terms of the offering described in the Registration Statement, including
documents incorporated by reference thereto, and when certificates representing
such Shares have been issued to the purchasers, based on the foregoing, we are
of the opinion that the Shares will have been duly authorized, validly issued,
and will be fully paid and non-assessable shares of common stock of the Company.
For purposes of rendering this opinion we have made such legal and
factual inquiries as we have deemed necessary under the circumstances. Although
we have not independently verified all of the facts relied upon for purposes
hereof, nothing has come to our attention that has led us to believe that the
facts are other than as stated herein, or that there exist other material facts
not considered.
Our opinion contained herein is solely for the benefit of the Company
and may be relied upon by the Company only in connection with the Registration
Statement. In this regard, we hereby consent to the filing of this opinion,
including this consent, as an exhibit to the Registration Statement.
Very truly yours,
/s/ FALK, SHAFF & ZIEBELL, LLP
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