Exhibit 5.1
[Ropes & Xxxx LLP]
July 30, 2004
Mojave Therapeutics Inc.
X.X. Xxx 000
Xxxxxxxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
This opinion is being furnished to you pursuant to Section 6.5 of the
Asset Purchase Agreement dated as of July 30, 2004 (the "Agreement"), between
Antigenics Inc., a Delaware corporation (the "Buyer"), and Mojave Therapeutics,
Inc. (the "Seller"), a Delaware corporation. Unless otherwise defined herein,
capitalized terms used herein shall have the meanings set forth in the
Agreement.
We have acted as counsel to the Buyer in connection with the Agreement.
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents and records and have made such investigation
of fact and such examination of law as we have deemed appropriate in order to
enable us to render the opinions set forth herein. In conducting such
investigation, we have relied, without independent verification, upon
certificates of officers of the Buyer, public officials and other appropriate
persons.
We express no opinion as to the laws of any jurisdiction other than those
of The Commonwealth of Massachusetts, the General Corporation Law of the State
of Delaware and the federal laws of the United States of America. We call your
attention to the fact that the Agreement provides that it is to be construed in
accordance with and governed by the laws of New York. With your consent, we
render this opinion as if the Agreement were governed by the internal laws of
The Commonwealth of Massachusetts.
Based upon and subject to the foregoing and subject to the additional
qualifications set forth below, we are of the opinion that:
1. The Buyer is a corporation validly existing and in good standing under
the laws of the State of Delaware and has the corporate power to execute and
deliver the Agreement and to perform its obligations thereunder.
2. The Buyer has duly authorized, executed and delivered the Agreement and
(subject to the qualifications set forth in the unnumbered paragraphs at the end
hereof) the Agreement constitutes the Buyer's valid and binding agreement and is
enforceable against the Buyer in accordance with its terms.
3. When issued to the Seller in accordance with the terms of the
Agreement, the shares of Buyer Common Stock included in the Consideration will
be duly authorized, validly issued, fully paid and non-assessable.
Our opinion that the Agreement constitutes the valid and binding
obligation of the Buyer, enforceable against the Buyer in accordance with its
terms, is subject to (i) bankruptcy, insolvency, reorganization, moratorium and
other similar laws of general application relating to or affecting the rights
and remedies of creditors and secured parties, and (ii) general principles of
equity. As contemplated by the qualification set forth in clause (i) of the
preceding sentence, we are expressing no opinion as to Federal or state laws
relating to fraudulent transfers.
Furthermore, we express no opinion (a) as to the indemnification and
contribution provisions in the Agreement or (b) as to either Release.
This letter is provided solely for your benefit and may not be relied upon
by any other party, or in connection with any transaction other than the Sale,
without our prior written consent.
Very truly yours,
/s/ Ropes & Xxxx LLP
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Ropes & Xxxx LLP