[Letterhead of Mintz Levin]


 
 

 
[LETTERHEAD OF MINTZ LEVIN]
 
 
 
Chrysler Center
666 Third Avenue
New York, NY  10017
212-935-3000
212-983-3115 fax
www.mintz.com
 


June 25, 2010
                                                           
4C Cedar Brook Drive                                                  
Cranbury, New Jersey 08512
 
Ladies and Gentlemen:
 
 
This opinion is furnished to you in connection with a Prospectus Supplement, dated June 25, 2010 (the “Prospectus Supplement”), to a Registration Statement on Form S-3 (File No. 333-146392) (the “Registration Statement”) filed by Palatin Technologies, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the sale of an aggregate of 10,000,000 units in a “registered direct” offer ing (the “Offering”) at a purchase price of $0.20 per unit (each, a “Unit”).  Each Unit consists of (i) one share of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and (ii) one warrant to purchase  0.14 of one share of Common Stock (each, a “Warrant,” and collectively, the “Warrants”), and the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares” and, together with the Warrant and the Common Stock, the “Securities”), pursuant to a letter agreement (the ̶ 0;Letter Agreement”) by and between the Company and Rodman & Renshaw, LLC dated June 25, 2010 and a Securities Purchase Agreement between the Company and the purchasers of the Common Stock and Warrants (the “Purchase Agreement”).  The Letter Agreement, the form of Warrant and the Purchase Agreement have been filed as exhibits 1.1, 4.1, and 10.1, respectively, to a Current Report on Form 8-K filed with the Commission on June 28, 2010.
 
 
In connection with this opinion, we have examined and relied upon the Company’s Restated Certificate of Incorporation and the Company’s Bylaws, each as amended to date and as currently in effect; the minutes of all pertinent meetings of directors of the Company relating to the Registration Statement, the Prospectus Supplement and the transactions contemplated thereby; such other records of the corporate proceedings of the Company and certificates of the Company’s officers as we deemed relevant for the purposes of rendering the opinions set forth in this letter; the Registration Statement and the exhibits filed thereto with the Commission; the Prospectus Supplement; the Letter Agreement; the Purchase Agreement; and the Warrant.
 
 
In our examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed; (iv) the legal capacity of natural persons; and (v) the due execution and delivery of all documents, where due execution and delivery are a prerequisite to the effectiveness thereof.
 
 
Based upon the foregoing, and subject to the limitations set forth below, we are of the opinion that: (i) the Common Stock, when issued by the Company and delivered by the Company against payment therefor as contemplated by the Purchase Agreement, will be duly and validly issued, fully paid and non-assessable; and (ii) the Warrant Shares, when issued by the Company and delivered by the Company
 


 
Mintz Levin Cohn Ferris Glovsky and Popeo P.C.
New York | Washington | Boston | Stamford |  Los Angeles | Palo Alto | San Diego | London

 
 

 
Mintz Levin Cohn Ferris Glovsky and Popeo P.C.
 

against payment therefor is contemplated by the Warrants, will be duly and validly issued, fully paid and non-assessable.
 
 
Our opinion that any document is legal, valid and binding is qualified as to:
 
 
(a)            limitations imposed by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other laws relating to or affecting the rights of creditors generally;
 
 
(b)            rights to indemnification and contribution, which may be limited by applicable law or equitable principles; and
 
 
(c)            general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief and limitation of rights of acceleration, regardless of whether such enforceability is considered in a proceeding in equity or at law.
 
 
Our opinions are limited to the General Corporation Laws of the State of Delaware (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such laws) and the United States federal laws, and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Common Stock under the securities or blue sky laws of any state or any foreign jurisdiction.
 
 
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion letter is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
 
 
We hereby consent to the filing of this opinion in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act with the Commission as an exhibit to the Current Report on Form 8-K to be filed by the Company in connection with the issue and sale of the Securities and to the use of our name in the above-referenced Prospectus Supplement under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
 
 
We call your attention to the fact that the firm and/or certain members thereof own shares of Common Stock, other securities exercisable into Common Stock and/or other securities of the Company.
 
 
Very truly yours,
 
/s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
 
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.