exv5w1

Exhibit 5.1


		One Financial Center Boston, MA 02111 617-542-6000 617-542-2241 fax www.mintz.com

October 31, 2011

OXiGENE, Inc.
701 Gateway Blvd, Suite 210
South San Francisco, CA 94080

Ladies and Gentlemen:

We have acted as counsel to OXiGENE, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”), pursuant to which the Company is registering the issuance under the Securities Act of 1933, as amended, of a total of 2,125,000 shares (the “Shares”) of its common stock, $0.01 par value per share (the “Common Stock”) that may be issued pursuant to the Company’s 2005 Stock Plan, as amended (the “Plan”) and the associated rights to purchase Common Stock (the “Rights”) issuable pursuant to the Stockholder Rights Agreement, dated as of March 24, 2005, between the Company and American Stock Transfer & Trust Company, LLC, as amended (the “Rights Agreement”). Each Share has an attached Right to purchase one share of Common Stock, which Rights are not currently exercisable, on the terms set forth in the Rights Agreement. This opinion is being rendered in connection with the filing of the Registration Statement with the Commission. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.

In connection with this opinion, we have examined the Company’s Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws, both as currently in effect; such other records of the corporate proceedings of the Company and certificates of the Company’s officers as we have deemed relevant; and the Registration Statement and the exhibits thereto.

In our examination, we 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 or photostatic copies and the authenticity of the originals of such copies.

With respect to our opinion below regarding the nature of the Rights as legally binding obligations of the Company, we (i) express no opinion as to the determination that a court of competent jurisdiction may make regarding whether the Company’s board of directors would be

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

October 31, 2011
Page 2

required to redeem or terminate, or take other action with respect to the Rights at some future time based on the facts and circumstances existing at that time; (ii) have assumed that the members of the Company’s board of directors have acted in a manner consistent with their fiduciary duties as required under applicable law in approving and adopting the Rights Agreement; and (iii) have addressed the Rights and the Rights Agreement in their entirety, and we have not addressed whether the invalidity of any particular provision of the Rights Agreement or the Rights issued thereunder would result in invalidating the Rights in their entirety.

Based upon the foregoing, we are of the opinion that (i) the Shares, when issued and delivered in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable shares of Common Stock and (ii) the Rights, when the Shares are issued and delivered in accordance with the terms of the Plan, will constitute legally binding obligations of the Company.

Our opinion is limited to the applicable provisions of the Delaware Constitution, the General Corporation Law of the State of Delaware and the reported judicial decisions interpreting those laws, and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares or the Rights under the securities or blue sky laws of any state or any foreign jurisdiction.

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 decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.


	Very truly yours, /s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.