Exhibit 5.1
+1 617 526 6000 (t)
+1 617 526 5000 (f)
wilmerhale.com
+1 617 526 5000 (f)
wilmerhale.com
December 20, 2007
Alseres Pharmaceuticals, Inc.
85 Main Street
Hopkinton, MA 01748
85 Main Street
Hopkinton, MA 01748
Re:
Amendment No. 1 to Registration Statement on Form S-3
Ladies and Gentlemen:
This opinion is furnished to
you in connection with Amendment No. 1 to Registration Statement on Form S-3 (the
“Amendment No. 1”) filed with the Securities and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of an
aggregate of 3,478,825 shares (the “Shares”) of common stock, $0.01 par value per share (the
“Common Stock”), of Alseres Pharmaceuticals, Inc., a Delaware corporation (the “Company”). All of
the Shares are being registered on behalf of certain stockholders of the Company (the “Selling
Stockholders”). The Shares consist of 3,478,825 shares of Common Stock issuable upon the conversion
of certain promissory notes (the “Notes”) that are held by the Selling Stockholders.
We are acting as counsel for the Company in connection with the registration for resale of the
Shares. We have examined signed copies of Amendment No. 1 as filed with the Commission.
We have also examined and relied upon minutes of meetings of the stockholders and the Board of
Directors of the Company as provided to us by the Company, stock record books of the Company as
provided to us by the Company, the Certificate of Incorporation and Bylaws of the Company, each as
restated and/or amended to date, and such other documents as we have deemed necessary for purposes
of rendering the opinions hereinafter set forth.
In our examination of the foregoing documents, we have assumed 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 copies, the authenticity of the originals of
such latter documents and the legal competence of all signatories to such documents.
Our opinion below, insofar as it relates to the Shares being fully paid, is based solely on a
certificate of the Chief Financial Officer of the Company confirming the Company’s receipt of the
consideration called for by the applicable resolutions authorizing the issuance of such Shares.
We assume that the appropriate action will be taken, prior to the offer and sale of the Shares
by the Selling Stockholders, to register and qualify the Shares for sale under all applicable state
securities or “blue sky” laws.
We express no opinion herein as to the laws of any state or jurisdiction other than the state
laws of the Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and
the federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly
authorized, and when issued and paid for in accordance with the provisions of the Notes, will be
validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection with the offer and sale of
the Shares while Amendment No. 1 is in effect.
Please note that we are opining only as to the matters expressly set forth herein, and no
opinion should be inferred as to any other matters. This opinion is based upon currently existing
statutes, rules, regulations and judicial
Wilmer
Cutler Pickering Hale and Dorr
llp, 60 State Street, Boston, Massachusetts 02109
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