AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 19, 2003
REGISTRATION NO. 333-108318
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
CELSION CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
52-1256615
(I.R.S. Employer Identification Number)
10220-I OLD COLUMBIA ROAD
COLUMBIA, MD 21046-1705
(410) 290-5390
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
DR. AUGUSTINE Y. CHEUNG
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CELSION CORPORATION
10220-I OLD COLUMBIA ROAD
COLUMBIA, MD 21046-1705
(410) 290-5390
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent For Service)
_______________
COPIES TO:
ANITA J. FINKELSTEIN, ESQUIRE
JEANNETTE C. KOONCE, ESQUIRE
VENABLE LLP
1201 NEW YORK AVENUE, NW, SUITE 1000
WASHINGTON, DC 20005
(202) 962-4800
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ______
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ] ____________________
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The information in this Prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission of which this
Prospectus is a part is effective. This Prospectus is not an offer to sell these
securities and it is not soliciting offers to buy these securities in any
jurisdiction where the offer or sale is not permitted.
EXPLANATORY NOTE
This Amendment No. 1 to the Registration Statement on Form S-3 (Registration No.
333-108318) is being filed with the Securities and Exchange Commission solely
for the purpose of filing Exhibit 5.1 to the Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
Exhibit
No. Description
------- ---------------------------------------------------------
4.1 Certificate of Incorporation of Celsion Corporation (the
"Company"), as amended through June 5, 2001, and as in
effect on August 14, 2001 (incorporated by reference to
Exhibit 3.1 of the Quarterly Report of the Company on
Form 10-Q for the quarter ended June 30, 2001).
4.2 By-laws of the Company, as amended, incorporated herein
by reference to Exhibit 3.2 to the Quarterly Report on
Form 10-Q of the Company for the Quarter Ended June 30,
2001.
4.3 Form of Warrant to Purchase Common Stock pursuant to the
Private Placement Memorandum (the "PPM") of the Company
dated May 30, 2003 as supplemented (incorporated by
reference to Exhibit 4.3 of the Registration Statement
on Form S-3 filed on August 28, 2003).
4.4 Form of Warrant issued to the Placement Agents pursuant
to the PPM (incorporated by reference to Exhibit 4.4 of
the Registration Statement on Form S-3 filed on August
28, 2003).
4.5 Agreement dated April 8, 2003 between the Company and
Strategic Growth International, Inc. (incorporated by
reference to Exhibit 4.5 of the Registration Statement
on Form S-3 filed on August 28, 2003).
4.6 Letter Agreement dated June 1, 2003 between the Company
and Goldpac Investment Partners Ltd. (incorporated by
reference to Exhibit 4.6 of the Registration Statement
on Form S-3 filed on August 28, 2003).
4.7 Finder's Fee Agreement dated as of June 30, 2003,
between the Company and National Securities Corporation
(incorporated by reference to Exhibit 4.7 of the
Registration Statement on Form S-3 filed on August 28,
2003).
4.8 Finder's Fee Agreement dated as of June 30, 2003 between
the Company and Intercoastal Financial Services
Corporation (incorporated by reference to Exhibit 4.8 of
the Registration Statement on Form S-3 filed on August
28, 2003).
5.1* Opinion of Venable LLP re: Legality.
10.1 License Agreement dated July 18, 2003 between the
Company and Duke University. (Confidential treatment
requested.) (incorporated by reference to Exhibit 10.1
of the Registration Statement on Form S-3 filed on
August 28, 2003).
10.2 Agreement Regarding Retirement and Resignation dated
October 4, 2001 between the Company and Spencer J. Volk
(incorporated by reference to Exhibit 10.2 of the
Registration Statement on Form S-3 filed on August 28,
2003).
23.1 Consent of Stegman & Company, independent public
accountants of the Company (incorporated by reference to
Exhibit 23.1 of the Registration Statement on Form S-3
filed on August 28, 2003).
23.2* Consent of Venable LLP (included in Exhibit 5.1).
24.1 Power of Attorney (incorporated by reference to Exhibit
24.1 of the Registration Statement on Form S-3 filed on
August 28, 2003).
_________________
* Filed herewith.
SIGNATURES
Under the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Columbia, Maryland, on the 19th day of September
2003.
CELSION CORPORATION
By: /s/ Augustine Y. Cheung
Augustine Y. Cheung
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ Augustine Y. Cheung Director, President and Chief September 19, 2003
------------------------ Executive Officer (Principal
Augustine Y. Cheung Executive Officer)
/s/ Anthony P. Deasey* ExecutiveVice September 19, 2003
- ------------------------- President--Finance and
Anthony P. Deasey Administration and Chief
Financial Officer (Principal
Financial and Accounting
Officer)
/s/ John Mon* Vice President, Secretary, September 19, 2003
- ------------------------- Treasurer and Director
John Mon
/s/ Max E. Link* Chairman of the Board of September 19, 2003
- ------------------------- Directors
Max E. Link
/s/ Gary W. Pace* Director September 19, 2003
- -------------------------
Gary W. Pace
/s/ Claude Tihon* Director September 19,2003
- -------------------------
Claude Tihon
/s/ Kris Venkat* Director September 19, 2003
- -------------------------
Kris Venkat
By: /s/ Augustine Y. Cheung
-------------------------------
Augustine Y. Cheung
Attorney-in-fact
Venable LLP
1201 New York Avenue, NW
Suite 1000
Washington DC 20005
(202) 962-8300
September 19, 2003
Celsion Corporation
10220-I Old Columbia Road
Columbia, Maryland 21046
Re: Registration for Resale of 18,880,158 Shares
of Common Stock for Resale on Form S-3
--------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Celsion Corporation, a Delaware corporation
(the "Registrant"), in connection with a registration statement on Form S-3
(File No. 333-108318) filed on August 28, 2003 (as the same may be amended from
time to time, the "Registration Statement") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), pertaining to the registration for resale, by certain
securityholders named in the Registration Statement, of up to 18,880,158 shares
(the "Registration Shares") of common stock, par value $0.01 per share ("Common
Stock"), of the Registrant, consisting of (a) 12,028,045 currently outstanding
shares of Common Stock (the "Common Shares"), (b) up to 5,002,113 shares of
Common Stock (the "Warrant Shares") underlying Common Stock purchase warrants
(the "Warrants") outstanding and exercisable as of the date hereof and (c) up to
1,850,000 shares of Common Stock (the "Option Shares") underlying options (the
"Options") to purchase Common Stock outstanding and exercisable as of the date
hereof.
This opinion letter is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
For the purpose of rendering our opinions as expressed herein, we have
been furnished and have reviewed the following documents:
(i) the Certificate of Incorporation of the Registrant as
filed with the Secretary of State of the State of Delaware (the "Secretary of
State") on May 17, 2000; the Certificate of Designations of the Registrant as
filed with the Secretary of State on August 17, 2000; the Certificate of
Ownership of the Registrant filed with the Secretary of State on August 17,
2000; the Certificate of Amendment of the Registrant as filed with the Secretary
of State on June 5, 2001; the Certificate of Designations of the Registrant as
filed with the Secretary of State on May 29, 2002; the Certificate of
Designations of the Registrant as filed with the Secretary of State on August
20, 2002; and the Certificate of Amendment of the Registrant as filed with the
Secretary of State on November 8, 2002, effective as of November 11, 2002
(collectively, the "Certificate of Incorporation");
Celsion Corporation
September 19, 2003
Page 2
(ii) the bylaws of the Registrant, as amended, and in
effect as of the date hereof (the "Bylaws");
(iii) the Registration Statement;
(iv) a form of subscription agreement (the "Private
Placement Subscription Agreement") relating to the issuance and sale of up to
9,503,045 Common Shares (the "Private Placement Shares") and Warrants to
purchase up to 2,850,914 Warrant Shares (the "Private Placement Warrants");
(v) a form of the Private Placement Warrant;
(vi) a form of subscription agreement (the "Placement
Agent Subscription Agreement") relating to the issuance and sale of Warrants
(the "Placement Agent Warrants") to purchase 1,111,857 Warrant Shares
(vii) a form of the Placement Agent Warrant;
(viii) that certain Subscription Agreement (the "Zong
Subscription Agreement") by and between the Registrant and He Yao Zong, pursuant
to which funds were received on November 12, 2002, relating to the issuance and
sale of up to 900,000 Common Shares (the "Zong Shares");
(ix) that certain Subscription Agreement (the "Liu
Subscription Agreement") by and between the Registrant and Kathy Liu, pursuant
to which funds were received on December 23, 2002, relating to the issuance and
sale of up to 225,000 Common Shares (the "Liu Shares");
Celsion Corporation
September 19, 2003
Page 3
(x) that certain Subscription Agreement (the "Lowtan
Subscription Agreement") by and between the Registrant and Madhoomatee Lowtan,
pursuant to which funds were received on December 31, 2002, relating to the
issuance and sale of up to 1,050,000 Common Shares (the "Lowtan Shares");
(xi) that certain Consulting Agreement (the "Weinstein
Consulting Agreement") by and between the Registrant and National Securities
(David Weinstein), dated December 27, 2002, relating to the issuance and sale of
up to 50,000 Common Shares (the "Weinstein Shares");
(xii) that certain Letter Agreement (the "Equity Share
Agreement") between the Registrant and Equity Communications LLC, dated December
3, 2002, relating to the issuance and sale of up to 200,000 Common Shares (the
"Equity Shares");
(xiii) that certain Letter Amendment, dated May 22, 2002, to
the Agreement between Equity Communications LLC and the Registrant
(collectively, "Equity Agreement"), dated November 5, 2001, relating to the
issuance and sale of options to purchase up to 250,000 shares of Common Stock
(the "Equity Options");
(xiv) that certain Letter dated September 18, 2003, from
John Mon, Vice President and Corporate Secretary of the Registrant to Venable
LLP indicating that, in lieu of the Equity Options, the Registrant issued
Warrants to purchase up to 250,000 Warrant Shares to Equity Communications LLC
(the "Equity Warrants") pursuant to the Equity Agreement;
(xv) a form of Equity Warrant;
(xvi) that certain Warrant (the "Chizzik Warrant") dated
April 30, 2003, relating to the issuance and sale of Warrants to purchase up to
100,000 Warrant Shares;
(xvii) that certain Letter Agreement (the "Broadmark Letter
Agreement") between the Registrant and Broadmark Capital Corporation, dated
February 15, 2002, relating to the issuance and sale of Warrants to purchase up
to 50,000 Warrant Shares;
Celsion Corporation
September 19, 2003
Page 4
(xviii) that certain Warrant (the "Broadmark Warrant") dated
May 1, 2002, issued by the Registrant to Broadmark Capital Corporation relating
to the issuance and sale of Warrants to purchase up to 50,000 Warrant Shares;
(xix) that certain Letter (the "Moors & Cabot Letter") from
Moors & Cabot, Inc. to the Registrant, dated January 13, 2003, relating to the
issuance and sale of up to 50,000 Common Shares (the "Moors & Cabot Shares");
(xx) that certain Letter Agreement (the "Strategic Letter
Agreement") between the Registrant and Strategic Growth International, Inc.,
dated April 8, 2003, relating to the issuance and sale of warrants to purchase
up to 850,000 shares of Common Stock, of which Warrants (the "Strategic
Warrants") to purchase 350,000 Warrant Shares vested as of April 8, 2003;
(xxi) that certain Agreement (the "Volk Agreement") between
Spencer J. Volk and the Registrant, dated October 4, 2001, relating to the
issuance and sale of Options to purchase up to 1,850,000 Option Shares (the
"Volk Options");
(xxii) those certain Warrants issued by the Registrant to
Mark Dewhirst, dated as of October 1, 2000, May 15, 1999, May 15, 1998 and May
15, 1997, relating to the issuance and sale of up to 3,000, 3000, 3,000 and
5,000 Warrant Shares, respectively (collectively, the "Dewhirst Warrants");
(xxiii) those certain Warrants issued by the Registrant to
Claude Tihon, dated as of May 15, 1999, May 15, 1998, and May 15, 1997, relating
to the issuance and sale of up to 3,000, 3,000 and 5,000 Warrant Shares,
respectively (collectively, the "Tihon Warrants");
(xxiv) that certain Warrant (the "Beard Private Placement
Warrant") issued by the Registrant to Donald S. Beard dated February 19, 1997,
relating to the issuance and sale of Warrants to purchase up to 137,872 Warrant
Shares;
(xxv) those certain Warrants issued by the Registrant to
Donald S. Beard dated as of October 1, 2000, May 15, 1999, and May 15, 1998,
relating to the issuance and sale of up to 3,000, 3,000 and 3,000 Warrant
Shares, respectively (collectively, the "Beard Warrants");
Celsion Corporation
September 19, 2003
Page 5
(xxvi) those certain Warrants issued by the Registrant to
Gloria C. Li, dated as of October 1, 2000, May 15, 1999, May 15, 1998 and May
15, 1997, relating to the issuance and sale of up to 3,000, 3,000, 3,000 and
5,000 Warrant Shares, respectively (the "Li Warrants");
(xxvii) those certain Warrants issued by the Registrant to
Robert Barnett, dated as of October 1, 2000, May 15, 1999, May 15, 1998 and May
15, 1997, relating to the issuance and sale of up to 3,000, 3,000, 3,000 and
5,000 Warrant Shares, respectively (the "Barnett Warrants");
(xxviii) those certain Warrants issued by the Registrant to
David Needham, dated as of October 1, 2000, May 15, 1999, May 15, 1998 and May
15, 1997, relating to the issuance and sale of up to 3,000, 3,000, 3,000 and
5,000 Warrant Shares, respectively (the "Needham Warrants");
(xxix) those certain warrants issued by the Registrant to
Arnold Melman, dated as of October 1, 2000 and June 9, 1997, relating to the
issuance and sale of up to 3,000 and 50,000 shares of Common Stock, respectively
of which Warrants (the "Melman Warrants") to purchase 25,470 Warrant Shares are
covered by this opinion;
(xxx) that certain Warrant issued by the Registrant to
Claude Tihon, dated June 1, 2000, relating to the issuance and sale of up to
50,000 Warrant Shares (the "Tihon Board Member Warrant");
(xxxi) that certain Warrant issued by the Registrant to
LaSalle D. Leffall, Jr., dated June 1, 2000, relating to the issuance and sale
of up to 50,000 Warrant Shares (the "Leffall Warrant");
(xxxii) certain resolutions of the Board of Directors of the
Registrant (the "Board"), certified by an officer of the Registrant, relating
to, among other things, (a) the issuance of the Private Placement Shares, Zong
Shares, Liu Shares, Lowtan Shares, Weinstein Shares, Equity Shares and Moors &
Cabot Shares; (b) the issuance of the Private Placement Warrants, Placement
Agent Warrants, Equity Warrants, Chizzik Warrant, Broadmark Warrant, Strategic
Warrants, Volk Options, Dewhirst Warrants, Tihon Warrants, Beard Private
Placement Warrant, Beard Warrants, Li Warrants, Barnett Warrants, Needham
Warrants, Melman Warrants, Tihon Board Member Warrant and Leffall Warrant; (c)
the approval of the form of Private Placement Subscription Agreement, the form
of Private Placement Warrant, the form of Placement Agent Subscription
Agreement, the form of Placement Agent Warrant, the Zong Subscription Agreement,
the Liu Subscription Agreement, the Lowtan Subscription Agreement, the Chizzik
Warrant, the form of Equity Warrant, the Broadmark Warrant, the Strategic
Warrants, the Dewhirst Warrants, the Tihon Warrants, the Beard Warrants, the Li
Warrants, the Barnett Warrants, the Needham Warrants, the Melman Warrants, the
Tihon Board Member Warrant, the Leffall Warrant, and the transactions
contemplated thereby; and (d) the approval of the Registration Statement;
Celsion Corporation
September 19, 2003
Page 6
(xxxiii) a certificate of the Secretary of State of the State
of Delaware dated as of September 12, 2003, as to the good standing of the
Registrant; and
(xxxiv) a certificate of an officer of the Registrant as to
certain matters, dated September 19, 2003 (the "Officer's Certificate").
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In our examination
of documents executed or to be executed by parties other than the Registrant,
its directors and officers, we have assumed that such parties had, have or will
have the power, corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such parties of such documents
and the validity and binding effect thereof. For the purpose of rendering our
opinions as expressed herein, we have not reviewed any document other than the
documents set forth above, and we assume there exists no provision of any such
other document that bears upon or is inconsistent with the documents that we
have reviewed or with our opinions as expressed herein. We have conducted no
independent factual investigation of our own, but rather have relied solely upon
the foregoing documents, the statements and information set forth therein, and
the additional matters recited or assumed herein, all of which we assume to be
true, complete and accurate in all material respects.
Celsion Corporation
September 19, 2003
Page 7
In addition to the foregoing, for the purpose of rendering
our opinions as expressed herein, we have, with your consent, assumed the
following matters:
(1) that (a) except for the (i) counterparty, (ii) date(s),
(iii) number of securities, and (iv) if applicable, the exercise price of the
derivative securities (collectively, the "Specific Terms"), each Private
Placement Warrant conforms to the form of Private Placement Warrant furnished
for our review; (b) except for the Specific Terms, each Private Placement
Subscription Agreement conforms to the form of Private Placement Subscription
Agreement furnished for our review; (c) except for the Specific Terms, each
Placement Agent Subscription Agreement conforms to the form of Placement Agent
Subscription Agreement furnished for our review; (d) except for the Specific
Terms, each Placement Agent Warrant conforms to the form of Placement Agent
Warrant furnished for our review; and (e) except for the Specific Terms, each
Equity Warrant conforms to the form of Equity Warrant furnished for our review;
(2) that each of the Private Placement Subscription
Agreements, each of the Private Placement Warrants, each of the Placement Agent
Subscription Agreements, each of the Placement Agent Warrants, and each Equity
Warrant has been duly authorized, executed and delivered by each of the parties
thereto;
(3) that the Registrant has received or will receive, prior
to the time of issuance of the Common Shares, the Warrants, the Warrant Shares,
the Options and the Option Shares, as applicable, the entire amount of the
consideration contemplated by (a) the Private Placement Subscription Agreement,
the Private Placement Warrants, the Placement Agent Subscription Agreement, the
Placement Agent Warrants, the Zong Subscription Agreement, the Liu Subscription
Agreement, the Lowtan Subscription Agreement, the Weinstein Consulting
Agreement, the Equity Share Agreement, the Equity Agreement, the Equity Warrant,
the Chizzik Warrant, the Broadmark Letter Agreement, the Broadmark Warrant, the
Moors & Cabot Letter, the Strategic Letter Agreement, the Volk Agreement, the
Dewhirst Warrants, the Tihon Warrants, the Beard Private Placement Warrant, the
Beard Warrants, the Li Warrants, the Barnett Warrants, the Needham Warrants, the
Melman Warrants, the Tihon Board Member Warrant and the Leffall Warrant, as the
case may be and (b) the resolutions of the Board authorizing the issuance of the
Common Shares, the Warrant Shares, the Warrants, the Options and the Option
Shares.
(4) that the Registrant has and will have sufficient
authorized, unissued and otherwise unreserved shares of Common Stock available
for issuance at the time of each issuance of the Warrant Shares and the Option
Shares;
Celsion Corporation
September 19, 2003
Page 8
(5) that the relevant provisions of the Certificate of
Incorporation, the Bylaws and the General Corporation Law of the State of
Delaware (the "DGCL") in effect at the time of issuance of any of the
Registration Shares did not or will not differ in any relevant respect from the
analogous provisions of the Certificate of Incorporation, the Bylaws and the
DGCL in effect as of the date of this opinion letter and that no additional
relevant provisions shall have been added subsequent to the date hereof;
(6) that stock certificates (the "Stock Certificates")
representing the Common Stock, in the form attached as Exhibit C to the
Officer's Certificate, have been or will be duly completed, executed and
delivered by the President and the Secretary of the Registrant to reflect each
due and valid issuance of the Common Shares, the Warrant Shares or the Option
Shares, as the case may be;
(7) that no Warrant Shares or Options Shares shall be issued
at a per share price less than the par value thereof; and
(8) that each issuance of Registration Shares has been or
will be recorded properly in the stock ledger of the Registrant at the time of
such issuance.
Based upon and subject to the foregoing and upon our review
of such matters of law as we have deemed necessary and appropriate in order to
render our opinions as expressed herein, and subject to the assumptions,
limitations, exceptions and qualifications set forth herein, it is our opinion
that
(a) the Registration Shares have been duly authorized;
(b) the Private Placement Shares, Zong Shares, Liu Shares,
Lowtan Shares, Weinstein Shares, Equity Shares and Moors & Cabot Shares have
been validly issued and are fully paid and nonassessable;
(c) when issued, delivered and paid for in accordance with
the terms of the Private Placement Warrants, Placement Agent Warrants, Equity
Warrants, Chizzik Warrant, Broadmark Warrant, Strategic Letter Agreement,
Dewhirst Warrants, Tihon Warrants, Beard Private Placement Warrant, Beard
Warrants, Li Warrants, Barnett Warrants, Needham Warrants, Melman Warrants,
Tihon Board Member Warrant and Leffall Warrant, as the case may be, the Warrant
Shares will be validly issued, fully paid and nonassessable; and
Celsion Corporation
September 19, 2003
Page 9
(d) when issued, delivered and paid for in accordance with
the terms of the Volk Agreement, the Option Shares will be validly issued, fully
paid and nonassessable.
This letter expresses our opinions with respect to the DGCL
(without regard to the principles of conflict of laws thereof) governing matters
such as due organization and the authorization and issuance of stock as such
laws are in effect as of the date hereof, as well as the pertinent provisions of
the Delaware Constitution, and reported judicial decisions interpreting such
laws related to the matters set forth herein as in effect as of the date hereof.
It does not extend to the securities or "blue sky" laws of any jurisdiction, to
federal securities laws, to the laws of contract or to any other laws of any
other jurisdiction or the rules and regulations of stock exchanges or of any
other regulatory body, and we do not express any opinion as to the effect of any
other laws, rules or regulations on the opinions stated herein. We assume no
obligation to update the opinions set forth herein.
We hereby consent to the use of and filing of this opinion
letter and the opinions expressed herein as an exhibit to the Registration
Statement and to the use of our name under the caption "Legal Matters" in the
prospectus that forms a part of the Registration Statement, provided, however,
that in giving such consent we do not admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Commission. This opinion letter and the opinions
expressed herein are being furnished to you solely for submission to the
Commission as an exhibit to the Registration Statement and, accordingly, may not
be relied upon in any other manner without, in each instance, our prior written
consent.
Very truly yours,
/s/ Venable LLP