Reed Smith LLP
599
Lexington Avenue
New York,
NY 10022-7650
212.521.5400
Fax 212.521.5450
ProPhase
Labs, Inc.
621 N.
Shady Retreat Road
Doylestown,
Pennsylvania
Ladies
and Gentlemen:
We have
acted as counsel for ProPhase Labs, Inc., a Nevada corporation (the “Company”),
in connection with the registration under the Securities Act of 1933, as amended
(the “Securities Act”), of 1,995,665 shares of common stock, par value $0.0005
per share, of the Company (the “Shares”) issuable under the Company’s 2010
Equity Compensation Plan (the “2010 Plan”) and the 2010 Directors’ Equity
Compensation Plan (the “2010 Directors’ Plan”, and together with the 2010 Plan,
the “Plans”) pursuant to the registration statement on Form S-8 filed by the
Company on September 30, 2010 (the “Registration Statement”) with the Securities
and Exchange Commission (the “Commission”). This opinion is being furnished in
connection with the requirements of Item 601(b)(5) of Regulation S-K under the
Securities Act, and no opinion is expressed herein as to any matter pertaining
to the contents of the Registration Statement or the prospectus forming a part
thereof, other than as to the issue of the Shares.
In
connection with the foregoing, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such documents, corporate
records, certificates of public officials, and other instruments as we have
deemed necessary or advisable for the purpose of rendering this opinion. As to
questions of fact material to this opinion that have not been independently
established, we have relied upon certificates or comparable documents of
officers and representatives of the Company.
Based
upon the foregoing, we are of the opinion that, as of the date hereof, when the
Shares shall have been duly registered on the books of the transfer agent and
registrar therefor in the name or on behalf of the purchasers, and have been
issued by the Company against payment therefor in the circumstances contemplated
by the Plans, and assuming in each case that the individual issuances, grants or
awards under the Plans are duly authorized by all necessary corporate action of
the Company and duly issued, granted or awarded and exercised in accordance with
the requirements of law and the Plans (and the agreements and awards duly
adopted thereunder and in accordance therewith), the issue and sale of the
Shares will have been duly authorized by all necessary corporate action of the
Company and the Shares will be validly issued, fully paid and
non-assessable.
September
30, 2010
Page
2
Our
opinion is based solely on our review of the Nevada Revised Statutes and such
corporate records as we deemed necessary or appropriate.
We
consent to the filing of this opinion as an exhibit to the Registration
Statement. 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
Securities Act or the rules and regulations of the Commission.
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Very
truly yours, |
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/s/
Reed Smith LLP
a
Limited Liability Partnership
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