5441
Kietzke Lane | Second Floor | Reno, Nevada 89511
Telephone (775)
327-3000 | Facsimile (775) 786-6179
Website: http://www.halelane.com
December
24, 2007
Vyteris,
Inc.
13-01
Pollitt Drive
Fair
Lawn, NJ 07410
Re:
Registration Statement on Form S-3
Ladies
and Gentlemen:
We
are
acting as special Nevada counsel for Vyteris, Inc., a Nevada corporation (the
“Company”), in connection with the Registration Statement on Form S-3 (the
“Registration Statement”) relating to the registration under the Securities Act
of 1933, as amended (the “Act”), of an indeterminate number of shares of common
stock, $0.001 par value, of Vyteris, Inc., a Nevada corporation (the “Company”),
to be issued from time to time and having an aggregate maximum offering price
of
$50,000,000 (the “Shares”).
We
have
reviewed and are familiar with (a) the Company’s Articles of Incorporation, as
amended, and Bylaws, as amended, (b) a certificate of an officer of the Company
representing certain matters in connection with the Company’s capitalization,
which representations we have assumed the validity of and relied on, and (c)
such other matters as we have deemed necessary for this opinion. We
have assumed that (i) the resolutions authorizing the Company to issue, offer
and sell the Shares will be duly adopted by the Company’s Board of Directors (or
a duly authorized committee thereof) and will be in full force and effect at
all
times at which the Shares are offered or sold by the Company, and (ii) the
number of Shares issued by the Company, when combined with the number of shares
of Common Stock of the Company then outstanding or issuable upon conversion
or
exercise of convertible or exercisable securities, will not exceed the number
of
authorized shares of Common Stock then set forth in the Company’s Articles of
Incorporation.
Based
upon the foregoing, we are of the opinion that the Shares to be offered and
sold
by the Company under the Registration Statement, when issued in accordance
with
the terms of the Registration Statement and resolutions duly approved by the
Board of Directors, will be duly authorized and legally issued by the Company
and fully paid and nonassessable. This opinion is limited to matters
governed by the laws of the State of Nevada.
Hale
Lane Peek Dennison and Howard
LAS
VEGAS
OFFICE: 2300 West Sahara Avenue | Eighth Floor | Box 8 | Las Vegas, Nevada
89102
| Phone (702) 222-2500 | Fax (702) 365-6940
CARSON
CITY OFFICE: 777 East William
Street | Suite 200 | Carson City, Nevada 89701 | Phone (775) 684-6000 | Fax
(775) 684-6001
Vyteris,
Inc.
December
24 2007
Page
2
|
|
We
hereby
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the use of our name under the caption “Legal Matters” in the
Registration Statement and in the Prospectus included therein. In
giving this consent, we do not thereby admit that we are within the category
of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission promulgated
thereunder.
Sincerely,
Hale
Lane
Peek Dennison and
Howard
Professional
Corporation
