Access
Pharmaceuticals, Inc.
2600
Stemmons Freeway, Suite 176
Dallas,
TX 75207
Re:
|
Registration
Statement on Form S-8
|
Ladies
and Gentleman:
This opinion is furnished in connection
with the registration, pursuant to a Registration Statement on Form S-8 under
the Securities Act of 1933, as amended (the "Securities Act"), to be filed
with the Securities and Exchange Commission on or about August 31, 2009 (the
"Registration
Statement"), of
3,510,000 shares (the "Shares") of common
stock, par value $0.01 per share (the "Common Stock"), of Access
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), (i)
3,010,000 of which are or will be issuable to employees, directors, consultants
and advisors of the Company upon the exercise of options granted pursuant to the
Company's 2005 Equity Incentive Plan, as amended (the "2005 Plan"), or which the
Company may sell or grant as restricted stock pursuant to the 2005 Plan and (ii)
500,000 upon exercise of options granted pursuant to the Company’s 2007 Special
Stock Option Plan (the “2007 Plan”).
We have acted as counsel to the Company
in connection with the foregoing registration of the Shares. We have
examined and relied upon originals or copies of such records, instruments,
certificates, memoranda, and other documents as we have deemed necessary or
advisable for purposes of this opinion and have assumed, without independent
inquiry, the accuracy of those documents. In that examination, we have assumed
the genuineness of all signatures, the conformity to the originals of all
documents reviewed by us as copies, the authenticity and completeness of all
original documents reviewed by us in original or copy form, and the legal
competence of each individual executing such documents. We have
further assumed that all options granted or to be granted pursuant to the 2005
Plan and the 2007 Plan, as applicable, were or will be validly granted in
accordance with the terms of the 2005 Plan or the 2007 Plan, as applicable, that
all Shares to be issued upon exercise of such options will be issued in
accordance with the terms of such options and the 2005 Plan and 2007 Plan, as
applicable, and that all Shares sold or granted as restricted stock will be sold
or granted in accordance with the terms of the 2005 Plan or the 2007 Plan, as
applicable.
This opinion is limited solely to the
Delaware General Corporation Law (the "DGCL"), as applied by
courts located in Delaware, the applicable provisions of the Delaware
Constitution and the reported judicial decisions interpreting those
laws.
Based upon and subject to the
foregoing, we are of the opinion that:
1. Upon
the issuance and the delivery of the Shares upon the exercise of options granted
pursuant to the 2005 Plan and the 2007 Plan, as applicable, in accordance with
the terms of such options and the 2005 Plan and 2007 Plan, as applicable, and
upon the Company's receipt of the full exercise price therefore, as determined
by the Board of Directors of the Company and as specified in the documents
governing such grants and the 2005 Plan and 2007 Plan, as applicable, the Shares
will be validly issued, fully paid, and nonassessable shares of Common
Stock.
2. Upon
the issuance and delivery of the 2005 Plan Shares in the form of restricted
stock in accordance with the terms of the awards of such restricted stock and
the 2005 Plan, and upon the Company's receipt of lawful consideration in
accordance with the DGCL, the Shares will be validly issued, fully paid, and
nonassessable shares of Common Stock.
We consent to the filing of a copy of
this opinion as an exhibit to the Registration Statement.