BRAUN & COMPANY
---------------
BARRISTERS AND SOLICITORS
Thomas A. Braun, B.A., LL.B., LL.M.*
July 12, 2006
Exhibit 5.1 to Registration Statement
Board of Directors
MIV Therapeutics, Inc.
Unit 1, 8675 Ash Street
Vancouver, British Columbia, Canada, V6P 6T3
Dear Sirs:
RE: MIV THERAPEUTICS, INC.: REGISTRATION STATEMENT ON FORM SB-2
- --------------------------------------------------------------------
We have acted as counsel for MIV Therapeutics, Inc., a Nevada corporation (the
"Company"), in connection with the preparation of the Registration Statement on
Form SB-2 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended, relating to the offering of 36,619,578 shares of the Company's
common stock and 5,641,941 transferable common stock purchase warrants (each a
"Warrant") to purchase shares of the Company's common stock (the common shares
and the shares issuable upon exercise of the Warrants being, collectively, the
"Shares") by the selling shareholders named in the Registration Statement
(collectively, the "Selling Shareholders"); the particulars of which Shares
being set sort in the Registration Statement in the following manner.
1. the resale by certain Selling Shareholders, and their transferees,
donees or successors, of an aggregate of 7,684,995 shares of our common
stock issued on August 11, 2005 pursuant to a private placement (the
"August 2005 Private Placement");
2. the resale by certain Selling Shareholders, and their transferees,
donees or successors, of an aggregate of 3,842,498 shares of our common
stock issuable upon the exercise of 3,842,498 non-transferable Series A
common stock purchase warrants issued pursuant to the August 2005
Private Placement;
3. the resale by certain Selling Shareholders, and their transferees,
donees or successors, of an aggregate of 3,842,498 shares of our common
stock issuable upon the exercise of 3,842,498 non-transferable Series B
common stock purchase warrants issued pursuant to the August 2005
Private Placement;
4. the resale by a certain Selling Shareholder, and its transferees,
donees or successors, of 62,500 shares of our common stock issuable
upon the exercise of 62,500 non-transferable Series A finder's common
stock purchase warrants which relate to a finder's fee for the August
2005 Private Placement;
5. the resale by a certain Selling Shareholder, and its transferees,
donees or successors, of 62,500 shares of our common stock issuable
upon the exercise of 62,500 non-transferable Series B finder's common
stock purchase warrants which relate to a finder's fee for the August
2005 Private Placement;
________________________________________________________________________________
702 - 777 Hornby Street Tel: (604) 605-0507
Vancouver, BC V6Z 1S2 Fax: (604) 605-0508
*Also of the California Bar
6. the resale by certain Selling Shareholders, and their transferees,
donees or successors, of an aggregate of 3,158,920 shares of our common
stock issued on October 4, 2005 upon the conversion of the Convertible
Debentures issued on March 15, 2005 pursuant to a private placement
(the "March 2005 Private Placement");
7. the resale by certain Selling Shareholders, and their transferees,
donees or successors, of an aggregate of the 1,851,500 transferable
March 2005 Private Placement common stock purchase warrants to purchase
shares of our common stock which were issued pursuant to the March 2005
Private Placement;
8. the resale by certain Selling Shareholders, and their transferees,
donees or successors, of an aggregate of 1,851,500 shares of our common
stock issuable upon the exercise of the 1,851,500 March 2005 Private
Placement common stock purchase warrants;
9. the resale by a certain Selling Shareholder, and its transferees,
donees or successors, of 400,000 shares of our common stock issuable
upon the exercise of the 400,000 non-transferable common stock purchase
warrants to purchase shares of our common stock which were issued in
February of 2003 pursuant to a consulting agreement;
10. the resale by a certain Selling Shareholder, and its transferees,
donees or successors, of 1,000,000 shares of our common stock issuable
upon the exercise of 1,000,000 non-transferable common stock purchase
warrants to purchase shares of our common stock which were issued on
October 24, 2003, pursuant to a consulting agreement;
11. the resale by a certain Selling Shareholder, and its transferees,
donees or successors, of 2,750,000 shares of our common stock issuable
upon the exercise of 2,750,000 non-transferable common stock purchase
warrants to purchase shares of our common stock which were issued on
July 1, 2005, pursuant to a letter of engagement, as amended;
12. the resale by certain Selling Shareholders, and their transferees,
donees or successors, of an aggregate of 5,152,733 shares of our common
stock issued on March 29, 2004 pursuant to a private placement (the
"March 2004 Private Placement");
13. the resale by certain Selling Shareholders, and their transferees,
donees or successors, of an aggregate of the 2,815,444 transferable
Series A common stock purchase warrants to purchase shares of our
common stock which were issued pursuant to the March 2004 Private
Placement;
14. the resale by certain Selling Shareholders, and their transferees,
donees or successors, of an aggregate of 2,815,444 shares of our common
stock issuable upon the exercise of 2,815,444 Series A common stock
purchase warrants issued pursuant to the March 2004 Private Placement;
15. the resale by certain Selling Shareholders, and their transferees,
donees or successors, of an aggregate of the 674,997 transferable
Series C common stock purchase warrants to purchase shares of our
common stock which were issued as a finder's fee pursuant to the March
2004 Private Placement;
16. the resale by certain Selling Shareholders, and their transferees,
donees or successors, of an aggregate of 674,997 shares of our common
stock issuable upon the exercise of 674,997 Series C finder's common
stock purchase warrants which relate to a finder's fee for the March
2004 Private Placement;
2
17. the resale by a certain Selling Shareholder, and its transferees,
donees or successors, of 71,429 shares of our common stock issuable
upon the exercise of the 71,429 non-transferable common stock purchase
warrants to purchase shares of our common stock which were issued in
September of 2003 pursuant to a private placement;
18. the resale by a certain Selling Shareholder, and its transferees,
donees or successors, of 150,000 shares of our common stock issuable
upon the exercise of 150,000 non-transferable common stock purchase
warrants to purchase shares of our common stock which were issued on
February 2, 2006, pursuant to a consulting agreement;
19. the resale by a certain Selling Shareholder, and its transferees,
donees or successors, of 150,000 shares of our common stock issuable
upon the exercise of 150,000 non-transferable common stock purchase
warrants to purchase shares of our common stock which were issued on
February 2, 2006, pursuant to a consulting agreement;
20. the resale by a certain Selling Shareholder, and its transferees,
donees or successors, of 200,000 shares of our common stock issuable
upon the exercise of 200,000 non-transferable common stock purchase
warrants to purchase shares of our common stock which were issued on
May 21, 2004, pursuant to a consulting agreement;
21. the resale by a certain Selling Shareholder, and its transferees,
donees or successors, of 500,000 shares of our common stock issuable
upon the exercise of 500,000 non-transferable common stock purchase
warrants to purchase shares of our common stock which were issued on
June 7, 2005, pursuant to a consulting agreement;
22. the resale by a certain Selling Shareholder, and its transferees,
donees or successors, of 95,238 shares of our common stock issued on
October 6, 2005 pursuant to a private placement (the "October 2005
Private Placement");
23. the resale by a certain Selling Shareholder, and its transferees,
donees or successors, of 95,238 shares of our common stock issuable
upon the exercise of 95,238 October 2005 non-transferable common stock
purchase warrants issued pursuant to the October 2005 Private
Placement;
24. the resale by a certain Selling Shareholder, and its transferees,
donees or successors, of 9,524 shares of our common stock which relate
to a finder's fee for the October 2005 Private Placement;
25. the resale by a certain Selling Shareholder, and its transferees,
donees or successors, of 9,524 shares of our common stock issuable upon
the exercise of 9,524 non-transferable finder's common stock purchase
warrants which relate to a finder's fee for the October 2005 Private
Placement;
26. the resale by a certain Selling Shareholder, and its transferees,
donees or successors, of 400,000 shares of our common stock issuable
upon the exercise of 400,000 non-transferable common stock purchase
warrants to purchase shares of our common stock which were issued on
September 24, 2004, pursuant to a consulting agreement;
27. the resale by a certain Selling Shareholder, and its transferees,
donees or successors, of 400,000 shares of our common stock issuable
upon the exercise of 400,000 non-transferable common stock purchase
warrants to purchase shares of our common stock which were issued on
March 4, 2005, pursuant to a consulting agreement, as amended;
3
28. the resale by certain Selling Shareholders, and their transferees,
donees or successors, of an aggregate of 620,000 shares of our common
stock issued on July 10, 2006 pursuant to a private placement (the
"July 2006 Private Placement");
29. the resale by certain Selling Shareholders, and their transferees,
donees or successors, of an aggregate of 620,000 shares of our common
stock issuable upon the exercise of 620,000 common stock purchase
warrants issued pursuant to the July 2006 Private Placement; and
30. the resale by a certain Selling Shareholder, and its transferees,
donees or successors, of an aggregate of 300,000 transferable July 2006
Private Placement common stock purchase warrants to purchase shares of
our common stock which were issued pursuant to the July 2006 Private
Placement.
In rendering the opinion set forth below, we have reviewed: (a) the Registration
Statement dated July 12, 2006 and the exhibits attached thereto; (b) the
Company's Articles of Incorporation; (c) the Company's Bylaws; (d) certain
records of the Company's corporate proceedings as reflected in its minute books,
including resolutions of the Board of Directors approving the issuance of the
Shares to the Selling Shareholders; (e) the form of subscription or consulting
agreements entered into between the Selling Shareholders and the Company for the
purchase of the Shares; and (f) such statutes, records and other documents as we
have deemed relevant.
For purposes of this opinion, we have not reviewed any documents other than the
documents listed in (a) through (f) above. In particular, we have not reviewed,
and express no opinion on, any document (other than the documents listed in (a)
through (f) above) that is referred to or incorporated by reference into, the
documents reviewed by us.
Based upon the foregoing and in reliance thereon, and subject to the
qualifications and limitations set forth herein, we are of the opinion that:
1. The Shares held by the Selling Shareholders are validly issued, fully
paid and non-assessable shares of the Company's common stock; and
2. Upon exercise of the Warrants in accordance with their terms and the
payment of exercise price for the purchase of the Shares underlying the
Warrants upon exercise, the Shares upon exercise of the Warrants will
be duly authorized, validly issued, fully paid and non-assessable
shares of the Company's common stock.
Our opinion expressed herein is subject in all respects to the following
assumptions, limitations and qualifications:
(a) the foregoing opinion is limited to Nevada law, including all
applicable provisions of the Constitution of the State of Nevada,
statutory provisions of the State of Nevada and reported judicial
decisions of the courts of the State of Nevada interpreting those laws.
We have not considered, and have not expressed any opinion with regard
to, or as to the effect of, any other law, rule, or regulation, state
or federal, applicable to the Company;
(b) we have assumed (i) the genuineness of all signatures on documents
examined by us, (ii) the authenticity of all documents submitted to us
as originals, (iii) the conformity to authentic originals of all
documents submitted to us as certified, conformed, photostatic or other
copies, and (iv) that the documents, in the forms submitted to us for
my review, have not been and will not be altered or amended in any
respect; and
4
(c) we have assumed that each agreement executed between the Selling
Shareholders and the Company pursuant to which the Shares have been
issued or are issuable has been duly executed by each party and
constitutes the legal, valid and binding obligations of the parties
thereto and that such agreements are enforceable against each of the
parties thereto in accordance with their respective terms.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and further consent to the use of our firm's name
wherever appearing in the Registration Statement, including the prospectus
constituting a part thereof, and in any amendment thereto.
Yours truly,
/S/ THOMAS A. BRAUN
- -------------------
Thomas A. Braun
5