EX-5.1 2 exhibit_5-1.htm EXHIBIT 5.1 WOODBURN & WEDGE LETTER
Exhibit 5.1
January 9, 2015
PhotoMedex, Inc.
100 Lakeside Drive
Horsham, PA 19044
 
 
Re:
PhotoMedex, Inc. Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to PhotoMedex, Inc., a Nevada corporation (the "Company") in connection with the preparation and filing by the Company on January 9, 2015, of a Registration Statement on Form S-3 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). The Registration Statement relates to the issuance and sale from time to time of 645,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock") and 322,500 shares of the Company's common stock issuable upon exercise of warrants (the "Warrant Shares"). The Common Stock and the Warrant Shares are hereinafter referred to collectively as the "Securities".
The Securities will be sold or delivered from time to time as set forth in the Registration Statement, any amendments thereof, the prospectus included in the Registration Statement (the "Prospectus"). The Warrant Shares will be issued pursuant to warrant agreements entered into by the Company (each a "Warrant Agreement").
In connection with the opinions rendered in this letter, we have examined only the following documents:
a. Amended and Restated Articles of Incorporation of the Company filed with the Nevada Secretary of State on December 12, 2011 (the "Articles");
b. The Bylaws of the Company dated December 28, 2010 (the "Bylaws");
c. The minutes of the Company's Board of Directors dated December 11, 2014, and the Unanimous Written Consent of the Company's Board of Directors dated January 8, 2015 (collectively, the "Resolutions"), authorizing and approving the Registration Statement, the Prospectus and the registration of the Securities for issuance and sale by the Company, and matters related thereto;
d. Officer's Certificate of the Company dated January 9, 2015, certifying as to the documents described herein, the Resolutions and matters related thereto; and
e. A Good Standing Certificate for the Company issued by the Nevada Secretary of State on January 6, 2015.
The opinions expressed herein are subject to the following assumptions, limitations, qualifications and exceptions:
A. In our examination of the above documents, we have assumed the genuineness of all signatures on original documents, the authenticity and completeness of all documents, certificates and instruments submitted to us as originals, the conformity to original documents of all copies submitted to us as copies thereof, the legal capacity of natural persons, and, except as to the Company, the due execution and delivery of all documents, certificates and instruments where due execution and delivery are a prerequisite to the effectiveness thereof. As to various questions of fact material to our opinion, we have relied without independent investigation on, and assumed the accuracy and completeness of, the Officer's Certificate. We have not made any investigation as to the facts underlying the matters covered by the Officer's Certificate.


PhotoMedex, Inc.
January 9, 2015
Page 2 of 3
B. Our opinion is based upon the facts as of the date hereof and assumes no event will take place in the future which would affect the opinions set forth herein. We assume no duty to communicate with you with respect to any change in law or facts which comes to our attention hereafter.
C. We, or experts whom we have consulted, have made such examination of Nevada law as we have deemed relevant for purposes of this opinion. We do not purport to be experts in the laws of any state other than Nevada and, accordingly, we express no opinion herein as to the laws of any state or jurisdiction other that the State of Nevada. We express no opinion as to any county, municipal, city, town or village ordinance, rule, regulation or administrative decision.
D. In rendering the opinions below, we have assumed that the necessary number of shares are authorized and available for issuance pursuant to the Company's Articles as they may be amended to the date of the issuance of the Securities in question.
E. The opinions expressed above are subject to the qualification that the validity and binding effect of the Securities may be limited or affected by (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization, receivership, moratorium or similar laws affecting the rights and remedies of creditors generally, and (ii) general principles of equity exercisable in the discretion of a court (including, without limitation, obligations and standards of good faith, fair dealing, materiality and reasonableness and defenses relating to unconscionability or to impracticability or impossibility of performance).
F. We have also assumed that (i) the effectiveness of the Registration Statement and any amendments thereto (including post-effective amendments) shall not have been terminated or rescinded,(ii) all Securities will have been issued and sold in compliance with applicable United States federal and state securities laws, (iii) a definitive underwriting or similar agreement with respect to any Securities will have been duly authorized and validly executed and delivered by the Company and the other parties thereto, (iv) the Warrant Shares will be issued pursuant to duly authorized, validly issued, enforceable Warrant Agreements and (v) at the time of the issuance of the Securities, (A) the Company validly exists and is duly qualified and in good standing under the laws of its respective jurisdiction of incorporation, (B) the Company has the necessary corporate power and due authorization, and (C) the charter documents of the Company are in full force and effect and have not been amended, restated, supplemented or otherwise altered and there has been no authorization of any such amendments, restatements, supplements or other alterations since the date of this letter.
Based on the foregoing and subject to the qualifications and limitations set forth herein, we are of the opinion that:
1. With respect to the Common Stock being registered under the Registration Statement the Common Stock are validly issued, fully paid and non-assessable.
2. With respect to the Warrant Shares, when the Warrants have been exercised in accordance with the Warrant Agreement, the Warrant Shares will be validly issued, fully paid and non-assessable.


PhotoMedex, Inc.
January 9, 2015
Page 3 of 3
 
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the caption "Legal Matters" in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 and Section 17 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder. This opinion is expressed as of the date hereof unless otherwise expressly stated and we disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law.
Very truly yours,
Woodburn & Wedge

Shawn G. Pearson