EXHIBIT 5
Published on October 28, 2005
Exhibit
5
Chadbourne
& Parke LLP
30
Rockefeller Plaza
New
York,
NY
10112
October
28, 2005
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9620
Medical Center Drive
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In
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act"), by Rexahn Pharmaceuticals, Inc., a Delaware corporation
(the "Company"), of 6,992,500 shares (the "Shares") of common stock, par
value $.0001 per share, of the Company that may be delivered from time to
time
upon exercise of the Options to purchase the Shares (the "Options") granted
under the Rexahn Pharmaceuticals, Inc. Stock Option Plan, as amended (the
"Plan"), and pursuant to the terms of the individual Stock Option Grant
Agreements (the "Grant Agreements"), we advise as follows:
As
counsel for the Company, we are familiar with the Amended and Restated
Certificate of Incorporation and the Amended and Restated Bylaws of the Company,
and we have reviewed (i) the Registration Statement on Form S-8 to be filed
by the Company under the Securities Act with respect to the Shares to be
delivered from time to time upon exercise of the Options (the "Registration
Statement") and (ii) the corporate proceedings taken by the Company in
connection with the authorization of the Shares to be delivered from time
to
time upon exercise of the Options. We have also examined originals, or copies
certified or otherwise authenticated to our satisfaction, of such corporate
records of the Company and such other instruments, certificates of public
officials and representatives of the Company and other documents as we have
deemed necessary as a basis for the opinion hereinafter expressed. In such
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity with the
originals of all documents submitted to us as copies. As to questions of
fact
material to this opinion, we have, when relevant facts were not independently
established, relied upon certificates of officers of the Company and appropriate
public officials.
On
the
basis of the foregoing, and having regard for such legal considerations as
we
deem relevant, we are of the opinion that when the Registration Statement
becomes effective under the Securities Act, the Shares, when and if delivered
upon exercise of the Options in accordance with the terms of the Plan and
the
Grant Agreements will, when so delivered, be legally issued, fully paid and
nonassessable.
We
express no opinion herein as to any laws other than the General Corporation
Law
of the State of Delaware (as well as the applicable provisions of the Delaware
Constitution and applicable reported judicial decisions) and the federal
laws of
the United States.
We
hereby
consent to the filing of this opinion as an Exhibit to the Registration
Statement. We also hereby consent to the reference to this firm under the
caption "Legal Matters" in the Prospectus constituting a part of the
Registration Statement.
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Very
truly yours,
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/s/
CHADBOURNE & PARKE LLP
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Chadbourne
& Parke LLP
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