FULBRIGHT & XXXXXXXX L.L.P.
A Registered Limited Liability Partnership
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
xxx.xxxxxxxxx.xxx
TELEPHONE: (000) 000-0000 FACSIMILE: (000) 000-0000
January 25, 2005
Vion Pharmaceuticals, Inc.
0 Xxxxxxx Xxxx
Xxx Xxxxx, Xxxxxxxxxxx 00000
Re: Vion Pharmaceuticals, Inc (the "Company")
Dear Sirs:
Reference is made to the Placement Agency Agreement, dated January 25, 2005
(the "Agency Agreement"), by and among the Company and CIBC World Markets Corp.
and Leerink Xxxxx & Company, as placement agents, and the form of purchase
agreements (the "Purchase Agreement") with each investor in connection with the
offering. We have acted as counsel to the Company in connection with the
purchase by certain investors (the "Investors") of an aggregate of 10,000,000
shares (the "Shares") of the Company's common stock, $.01 par value per share
(the "Common Stock"). A prospectus supplement, dated January 26, 2005, has been
filed under Rule 424(b)(5) of the Securities Act of 1933, as amended (the
"Act"), with respect to the sale of the Shares, to the prospectus dated January
10, 2004 which was part of a Registration Statement on Form S-3 (Registration
No. 333-121251), as amended, which became effective under the Act on January 10,
2005.
We have examined the Agency Agreement and the form of Purchase Agreement
and such corporate records, other documents and questions of law as we have
deemed necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our opinion, the
Shares have been duly and validly authorized and, when issued and paid for in
accordance with the Agency Agreement and the Purchase Agreements, will be
legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to a Current Report
on Form 8-K which is incorporated by reference into the Registration Statement
and to the reference to this firm under the caption "Legal Matters" in the
Supplement contained therein and elsewhere in the Registration Statement and
Supplement. This consent is not to be construed as an admission that we are a
party whose consent is required to be filed with the Registration Statement
under the provisions of the Act.
Very truly yours,
/s/ Fulbright & Xxxxxxxx L.L.P.
Houston o New York o Washington DC o Austin o Dallas o Los Angeles o Minneapolis
o San Xxxxxxx x Xxxx Kong o London o Munich
