Exhibit
5.01
December
20, 2007
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Pressure
BioSciences, Inc.
321
Manley Street
West
Bridgewater, Massachusetts 02379
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Ladies
and Gentlemen:
We
have
acted as counsel to Pressure BioSciences, Inc., a Massachusetts corporation
(the
“Company”), in connection with the preparation and filing with the Securities
and Exchange Commission of a Registration Statement on Form S-3 (the
“Registration Statement”), pursuant to which the Company is registering under
the Securities Act of 1933, as amended (the “Securities Act”), a total of
126,750 shares (the “Shares”) of the Company’s common stock, $0.01 par value per
share (“Common Stock”). The Company is also registering under the Securities
Act, 126,750 Rights (as defined below). The Rights are issuable pursuant to
that
certain Rights Agreement dated February 27, 2003, between the Company and
Computershare Trust Company, as amended (the “Rights Agreement”), providing, in
effect, for the delivery of a right (a “Right”), along with each share of Common
Stock issued by the Company. The selling stockholders obtained their Shares
in
connection with the Company’s private placement of shares of Common Stock
pursuant to a Securities Purchase Agreement dated November 21, 2007 between
the
Company and the Purchasers as defined therein (the “Securities Purchase
Agreement”).
For
purposes of this opinion, we have assumed, without any investigation, (i) the
legal capacity of each natural person, (ii) the full power and authority of
each
entity and person other than the Company to execute, deliver and perform each
document heretofore executed and delivered or hereafter to be executed and
delivered and to do each other act heretofore done or hereafter to be done
by
such entity or person, (iii) the due authorization by each entity or person
other than the Company of each document heretofore executed and delivered or
hereafter to be executed and delivered and to do each other act heretofore
done
or to be done by such entity or person, (iv) the due execution and delivery
by
each entity or person other than the Company of each document heretofore
executed and delivered or hereafter to be executed and delivered by such entity
or person, (v) the legality, validity, binding effect and enforceability of
each
document heretofore executed and delivered or hereafter to be executed and
delivered by each entity or person other than the Company and of each other
act
heretofore done or hereafter to be done by such entity or person, (vi) the
genuineness of each signature on, and the completeness of each document
submitted to us as an original, (vii) the conformity to the original of each
document submitted to us as a copy, (viii) the authenticity of the original
of
each document submitted to us as a copy, (ix) the completeness, accuracy and
proper indexing of all governmental and judicial records searched and (x) no
modification of any provision of any document, no waiver of any right or remedy
and no exercise of any right or remedy other than in a commercially reasonable
and conscionable manner and in good faith.
In
connection with this opinion, we have examined the following documents
(collectively, the “Documents”):
1. a
copy of
the Restated Articles of Organization of the Company, as amended, as in effect
on the date hereof (the “Articles”);
2. a
copy of
the Amended and Restated Bylaws of the Company as in effect on the date hereof
(the “Bylaws”);
3. the
corporate records and resolutions of the Company relating to the proceedings
of
directors of the Company;
4. an
officer’s certificate certifying as to the Articles, Bylaws, resolutions of the
board of directors, and incumbency of officers;
5. a
copy of
the executed Securities Purchase Agreement;
6. a
copy of
the executed Registration Rights Agreement, dated as of November 21, 2007,
among
the Company and the Purchasers (as defined therein);
7. the
Rights Agreement; and
8. the
Registration Statement.
In
connection with our opinion expressed below, we have assumed that, at or before
the time of any resale of the Shares pursuant to the Registration Statement
that
there will not have occurred any change in law affecting the validity of the
issuance of such Shares or their status as fully paid and nonassessable.
We
have,
without independent investigation, relied upon the representations and
warranties of the various parties as to matters of objective fact contained
in
the Documents.
We
have
not made any independent review or investigation of orders, judgments, rules
or
other regulations or decrees by which the Company or any of its property may
be
bound, nor have we made any independent investigation as to the existence of
actions, suits, investigations or proceedings, if any, pending or threatened
against the Company.
The
opinions expressed herein are based solely upon: (1) our review of the
Documents; (2) discussions with those of our attorneys who have devoted
substantive attention to the matters contained herein; and (3) such review
of
published sources of law as we have deemed necessary.
Our
opinions contained herein are limited to the laws of the Commonwealth of
Massachusetts, including the statutory provisions, and reported judicial
decisions interpreting these laws, and the federal law of the United States
of
America.
We
express no legal opinion upon any matter other than those explicitly addressed
in numbered paragraphs 1 and 2 below, and our express opinions therein contained
shall not be interpreted to be an implied opinion upon any other matter.
Based
upon and subject to the foregoing, we are of the opinion that:
1. The
Shares have been duly authorized and are validly issued, fully paid and
nonassessable.
2. The
Rights have been duly authorized for issuance and are validly issued, fully
paid
and nonassessable.
We
understand that this opinion is to be used in connection with the Registration
Statement. We consent to the filing of this opinion as Exhibit 5.01 to the
Registration Statement and to the reference to our firm wherever it appears
in
the Registration Statement, including the prospectus a part thereof and any
amendments and supplements thereto. This opinion may be used in connection
with
the offering of the Shares only while the Registration Statement, as it may
be
amended from time to time, remains effective under the Securities Act.
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Very
truly yours,
/s/
Pepper Hamilton LLP
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