Published on May 8, 2007
Exhibit
5.1
May
8,
2007
Lixte
Biotechnology Holdings, Inc.
248
Route
25A, No. 2
East
Setauket, New York 11733
Re: Registration
Statement on Form SB-2; File No. 333-137208
Ladies
and Gentlemen:
We
have
acted as counsel to Lixte Biotechnology Holdings, Inc., a Delaware corporation
(the “Company”),
in
connection with the preparation and filing of a Registration Statement on Form
SB-2, as amended, File No. 333-137208, including the exhibits that have been
filed therewith (the “Registration
Statement”),
that
the Company has filed with the Securities and Exchange Commission (the
“Commission”)
under
the Securities Act of 1933, as amended (the “Securities
Act”),
on or
about May 8, 2007 for the purpose of registering the offer and sale of up to
6,135,579 shares (the “Shares”) of its common stock, par value $0.0001 per
share.
This
opinion letter is being given to you pursuant to your request.
As
a
basis for rendering our opinion expressed below, we have reviewed originals
or
copies of originals, certified or otherwise identified to our satisfaction,
of:
(i) the Registration Statement; (ii) the Company’s Certificate of Incorporation
and Bylaws, each as amended to date; (iii) resolutions of the Company’s Board of
Directors pertaining to the Registration Statement and related matters; and
(iv)
and such other documents, corporate records, certificates and letters of public
officials, such other instruments and such legal matters as we have considered
necessary or appropriate as a basis for rendering our opinion.
We
have
made and are relying upon the following assumptions, all without any independent
investigation or inquiry by us:
A. All
signatures on documents reviewed by us are genuine; all documents submitted
to
us as originals are authentic; and all documents submitted to us as copies
conform to the originals of such documents, and such originals are
authentic.
B. All
factual representations and other statements regarding factual matters that
are
contained in the certificates of officers of the Company that we have examined
are true and correct, and all factual representations and other statements
regarding factual matters that are contained in the Registration Statement
are
true and correct.
We
neither express nor imply any opinion as to the laws of any jurisdiction other
than applicable statutory provisions of the General Corporation Law of the
State
of Delaware (the “GCL”) (including applicable rules and regulations promulgated
under the GCL and applicable reported judicial and regulatory determinations
interpreting the GCL).
We
neither express nor imply any opinion with respect to the laws of any other
jurisdiction, and we assume no responsibility with respect to the application
or
effect of the laws of any other jurisdiction.
Lixte
Biotechnology Holdings, Inc.
May
8,
2007
Page
2
This
opinion letter is limited to the opinion expressly stated below, does not
include any implied opinions and is rendered as of the date hereof. We do not
undertake to advise you of matters that may come to our attention subsequent
to
the date of effectiveness of the Registration Statement and that may affect
our
opinion, including, without limitation, future changes in applicable law.
Based
upon and subject to all of the foregoing, we
are of
the opinion that
the
Shares that
are
currently outstanding are, and when sold in the manner provided in the
Registration Statement will be, validly issued, fully paid and
non-assessable.
We
consent to the filing of this opinion letter as an exhibit to the Registration
Statement and to the reference made to us in the prospectus forming a part
of
the Registration Statement under the caption “Legal Matters.” However, by giving
you this opinion letter and consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission promulgated
thereunder.
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Very
truly yours,
/s/
Troy & Gould PC
TROY
& GOULD PC
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