Exhibit
5.1
PORTER, WRIGHT, MORRIS & ARTHUR LLP
41 South High Street
Columbus, Ohio 43215-6194
Telephone: 614/227-2000
Facsimile: 614/227-2100
May 9, 2017
Navidea
Biopharmaceuticals, Inc.
5600
Blazer Parkway, Suite 200
Dublin,
Ohio 43017
Re:
Registration Statement on Form S-8
Navidea Biopharmaceuticals, Inc. 401(k) Plan and Trust (the
“Plan”)
Ladies and Gentlemen:
We
have acted as counsel for Navidea Biopharmaceuticals, Inc., a
Delaware corporation (“Navidea”), in connection with
the Registration Statement on Form S-8 (the “Registration
Statement”), filed by Navidea with the Securities and
Exchange Commission under the Securities Act of 1933, as amended,
with respect to the registration of 500,000 shares of Navidea
Common Stock, $.001 par value (the “Shares”), to be
issued under the Plan.
In
connection with this opinion, we have examined such corporate
records, documents and other instruments of the registrant as we
have deemed necessary. We have assumed that all signatures are
genuine, that all documents submitted to us as originals are
authentic, and that all copies of documents submitted to us conform
to the originals.
We
have relied as to certain matters of fact on information and
representations obtained from representatives of
Navidea.
Based
on the foregoing, we are of the opinion that, to the extent the
Shares are newly issued shares of Navidea’s Common Stock,
$.001 par value, the Shares will, when issued and paid for in
accordance with the provisions of the Plan, be legally issued,
fully paid and nonassessable, and entitled to the benefits of the
Plan.
We
hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very
truly yours,
/s/ Porter, Wright, Morris & Arthur LLP
PORTER,
WRIGHT, MORRIS & ARTHUR LLP