EXHIBIT
5.2
JOLIE
KAHN, ESQ.
61
Broadway, Suite 2820
New
York,
NY 10006
December
27, 2007
Vyteris,
Inc.
13-01
Pollitt Drive
Fair
Lawn, NJ 07640
RE:
Registration Statement on Form S-3, as amended
Gentlemen:
I
have
acted as counsel to Vyteris, Inc.., a Nevada corporation (the "Company")
in
connection with the preparation of a registration statement on Form S-3,
as
amended (the "Registration Statement") to be filed by the Company with the
Securities and Exchange Commission on or about December 27, 2007 relating
to the
registration under the Securities Act of 1933, as amended (the "1933 Act"),
of
an indeterminate number of shares of Common Stock and warrants in a total
aggregate price not to exceed $50,000,000.
This
opinion is being furnished in accordance with the requirements of Item 601(b)(5)
of Regulation S-B under the 1933 Act.
In
connection with the rendering of this opinion, I have examined and are familiar
with originals or copies, certified or otherwise identified to my satisfaction,
of (i) the Registration Statement; (ii) the amended and restated Certificate
of
Incorporation and the Bylaws of the Company, each as currently in effect;
(iii)
certain resolutions adopted by the Board of Directors of the Company relating
to
the issuance of the Common Shares and warrants, the preparation and filing
of
the Registration Statement and certain related matters; (iv) certain agreements,
certificates of public officials, certificates of other officers or
representatives of the Company or others; and (v) such other documents,
certificates and records as I deemed necessary or appropriate as a basis
for the
opinions expressed herein.
In
my
examination, I have assumed the genuineness of all signatures, the legal
capacity of natural persons, the authenticity of all documents submitted
to us
as originals, the conformity to original documents of all documents submitted
to
us as certified, conformed or photostatic copies and the authenticity of
the
originals of such copies. As to any facts material to the opinions expressed
herein which I have not independently established or verified, I have relied
upon statements and representations of officers and other representatives
of the
Company and others.
I
am an
attorney licensed to practice in the State of New York and the opinions
expressed herein are limited to the laws of the State of New York and the
federal securities laws of the United States.
Based
upon and subject to the limitations, qualifications, exceptions and assumptions
set forth herein, it is my opinion that:
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1.
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The
Warrant Shares have been duly authorized and, when issued against
payment
of the offering price therefor, will be validly issued, fully paid
and
nonassessable.
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I
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement. I also consent to the reference to my name in the Registration
Statement.
This
opinion is furnished to you in connection with the filing of the Registration
Statement and, except as provided in the immediately preceding paragraph,
is not
to be used, circulated, quoted for any other purpose or otherwise referred
to or
relied upon by any other person without the express written permission of
this
firm.
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Very
truly yours,
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/s/
JOLIE KAHN, ESQ.
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