March 20, 2012<\/p>\n<\/p>\n
Transgenomic, Inc.<\/p>\n<\/p>\n
12325 Emmet Street<\/p>\n<\/p>\n
Omaha, NE 68134<\/p>\n<\/p>\n<\/p>\n
Dear Ladies and Gentlemen:<\/p>\n<\/p>\n
We are legal counsel to Transgenomic, Inc., a Delaware corporation (the
\n“Company<\/u>“), and have represented the Company in connection with the
\npreparation and filing of that certain Registration Statement on Form S-1 (the
\n“Registration Statement<\/u>“) to be filed with the Securities and Exchange
\nCommission (the “Commission<\/u>“) on the date hereof, for the purpose of
\nregistering under the Securities Act of 1933, as amended (the “Securities
\nAct<\/u>“), 33,000,000 shares of the Company’s common stock, par value $.01 per
\nshare (the “Shares<\/u>“), which have been issued to the selling shareholders
\nnamed in the Registration Statement.<\/p>\n<\/p>\n
In connection with the foregoing, we have examined such documents, corporate
\nrecords and matters of law as we have deemed necessary or appropriate in
\nconnection with this opinion.<\/p>\n<\/p>\n
In our examination, we have assumed the legal capacity of all natural
\npersons, the genuineness of all signatures, the authenticity of all documents
\nsubmitted to us as originals, the conformity to original documents of all
\ndocuments submitted to us as certified, conformed, photostatic or facsimile
\ncopies and the authenticity of the originals of such latter documents. In making
\nour examination of executed documents, we have assumed that the parties thereto,
\nother than the Company, its directors and officers, had the power, corporate or
\notherwise, to enter into and perform all obligations thereunder and have also
\nassumed the due authorization by all requisite action, corporate or otherwise,
\nand execution and delivery by such parties of such documents and the validity
\nand binding effect thereof on such parties. As to any facts material to the
\nopinions expressed herein that were not independently established or verified,
\nwe have relied upon oral or written statements and representations of officers
\nand other representatives of the Company and others. The opinion expressed below
\nis limited to matters governed by Federal securities laws and by the General
\nCorporation Law of the State of Delaware, and we express no opinion as to the
\neffect of the laws of any other jurisdictions. This opinion is limited to the
\nlaws, including the rules and regulations, as in effect on the date hereof.<\/p>\n<\/p>\n
Based upon and subject to the foregoing and to the other qualifications and
\nlimitations set forth herein, we are of the opinion that the Shares have been
\nduly authorized and are duly and validly issued, fully paid and non-assessable.\n<\/p>\n<\/p>\n
We hereby consent to the filing of this opinion with the Commission as an
\nexhibit to the Registration Statement. We also hereby consent to the use of our
\nname under the heading “Legal Matters” in the prospectus which forms a part of
\nthe Registration Statement. In giving this consent, we do not thereby admit that
\nwe are within the category of persons whose consent is required under Section 7
\nof the Securities Act or the rules and regulations of the Commission promulgated
\nthereunder. We disclaim any undertaking to advise you of any subsequent changes
\nin the facts stated or assumed herein or of any subsequent changes in applicable
\nlaws.<\/p>\n<\/p>\n
Sincerely,<\/p>\n<\/p>\n<\/p>\n<\/p>\n
\/s\/ HUSCH BLACKWELL SANDERS LLP<\/p>\n<\/p>\n<\/p>\n<\/p>\n<\/p>\n
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