Post-Effective Amendment
Filing Table of Contents
Document/Exhibit Description Pages Size
1: POS AM Amendment No. 6 to Form F-1, Filed on Form F-3 27 109K
2: EX-5.0 Opinion of Counsel 3 13K
3: EX-10.0 Common Stock Private Purchase Agreement 19 99K
4: EX-23.1 Accountants' Consent 1 6K
EX-5.0 — Opinion of Counsel
| EX-5.0 | 1st Page of 3 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
March 12, 2003
Roy Wolvin
Chief Financial Officer
Nymox Pharmaceutical Corporation
9900 Cavendish Blvd. Suite 306
St.-Laurent, Quebec
H4M 2V2
Re: Registration Statement on Form F-3 Under the Securities Act of 1933
Ladies and Gentlemen:
I am General Counsel for Nymox Pharmaceutical Corporation, a Canadian
corporation ("Nymox"), and in such capacity have acted as counsel in connection
with the preparation and filing of a Registration Statement with the Securities
and Exchange Commission on Form F-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), registering the resale of shares
of Nymox common shares (the "Shares") which may be issued to Jaspas Investments
Ltd. pursuant to a Warrant held by Jaspas Investments Ltd. to purchase 200,000
Shares. I have also acted in such capacity for Nymox in connection with the
preparation of the Warrants issued by Nymox to Jaspas Investments Ltd. and the
Share Purchase Agreement between Jaspas Investments Ltd. and Nymox pursuant to
which the Warrants were issued together with the exhibits and schedules attached
as a part thereof (collectively, the "Transaction Documents").
For the purpose of the opinions expressed herein, I have examined original
executed, certified or facsimile copies of the following documents:
1. the Warrant issued by Nymox to Jaspas Investments Ltd. to purchase 200,000
Shares and the Share Purchase Agreement between Jaspas Investments Ltd. and
Nymox pursuant to which the Warrant was issued together with the exhibits
and schedules attached as a part thereof ;
2. the certificate and articles of incorporation, the certificate and articles
of amendment, the by-laws and all amendments thereto and resolutions of the
directors and shareholders as contained in the minute books of the Company;
and
3. the Registration Statement.
I have also reviewed the corporate records for Nymox available online at the
Corporation Database Online of the Corporations Directorate of Industry Canada
to confirm the active status of Nymox as a corporation incorporated under the
Canada Business Corporations Act.
I have relied upon these documents as well as my own knowledge of the business
and operations of Nymox as General Counsel. In my examination of the foregoing
documents, where I do not otherwise have personal knowledge, I have assumed: (a)
the genuineness of all signatures on (whether originals or copies of documents),
the authenticity of and completeness of, all documents submitted to me as
originals and the conformity to original documents of all documents submitted to
me as notarial, true, certified, conformed, photostatic, telecopied or
electronic copies or similarly reproduced copies of such original documents; and
(b) the completeness, truth and accuracy of all facts set forth in official
public records, certificates and documents supplied by public officials or
otherwise conveyed to me by public officials.
As General Counsel and a director of Nymox, I can certify that :
1. The minute books and corporate records of the Corporation relating to the
proceedings of the shareholders and directors of the Corporation are the
original minute books and corporate records of the Corporation and contain
all minutes of meetings, resolutions, by-laws and proceedings of the
shareholders and directors of the Corporation to the date hereof and there
have been no meetings, resolutions, by-laws or proceedings authorized or
passed by the shareholders or directors of the Corporation to the date
hereof not reflected in such minute books and corporate records. Such
minute books and corporate records are true, complete and correct in all
respects and there are no changes, additions or alterations necessary to be
made thereto to make such books and corporate records true, complete and
correct.
2. The Corporation is not insolvent and has not been dissolved and no acts or
proceedings have been taken by or against the Corporation or are pending in
connection with, and the Corporation has not received notice in respect of
and is not in the course of or contemplating, any liquidation, winding-up,
dissolution, bankruptcy, insolvency or reorganization.
3. The Corporation has not taken any steps to terminate its existence,
amalgamate, to continue in any other jurisdiction or to change its
corporate existence in any way.
4. The Corporation has not received any notice of any proceedings to cancel
its certificate of incorporation or otherwise to terminate its existence.
The Corporation has not received any notice or other communication from any
person or governmental authority indicating that there exists any situation
which, unless remedied, could result in the termination of its existence.
I am qualified to practice law only in the Province of Ontario and my opinion
below is expressed only with respect to the laws of Canada applicable therein.
Based and relying upon the foregoing and subject to the limitations and
qualifications set forth below, and assuming that: (i) the Registration
Statement becomes and remains effective during the period when the Shares are
distributed, (ii) no stop order suspending the effectiveness of the Registration
Statement or any post-effective amendment thereof shall have been issued by the
United States Securities and Exchange Commission or any State securities
commission and no proceedings therefor shall have been initiated or threatened,
(iii) no order or decision having the effect of preventing, ceasing or
suspending the issuance or distribution of the Shares shall have been issued by
the Quebec Securities Commission or similar regulatory authority and no
proceeding for that purpose shall have been instituted or threatened, and (v)
all applicable securities laws are complied with, I am of the opinion that:
1. Nymox is a corporation incorporated and validly existing under the Canada
Business Corporations Act and has all necessary corporate power and
authority to enter into the Warrants and to issue the Shares pursuant to
those Warrants;
2. The execution and delivery of and performance by Nymox of the Warrants and
the consummation of the transactions contemplated thereby, including the
issuance of the Shares have been authorized by all necessary corporate
action on the part of Nymox, and no further consent or authorization of
Nymox or its Board of Directors or shareholders is required.
3. The Shares to be issued pursuant to the Warrants, when the amounts payable
under the Warrants are paid and such Shares are issued as provided therein,
will be legally issued by Nymox and fully paid and non-assessable common
shares in the share capital of Nymox.
This opinion is solely for the benefit of Nymox and not for the benefit of any
other person. It is rendered solely in connection with the transactions to which
it relates. It may not be quoted, in whole or in part, or otherwise referred to
or used for any purpose without our prior written consent.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to my name under the caption "Certain Legal
Matters" in the prospectus included as part of the Registration Statement.
Yours truly,
/s/ Jack Gemmell
Jack Gemmell,
General Counsel, Nymox
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘POS AM’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 3/12/03 | | 1 | | | | | None on these Dates |
| List all Filings |
↑Top
Filing Submission 0000897069-03-000304 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Wed., Apr. 24, 2:36:48.1pm ET 