8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 17, 2010

BSD MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-10783	75-1590407
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2188 West 2200 South

Salt Lake City, Utah 84119

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code:  (801) 972-5555

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

On November 15, 2010, BSD Medical Corporation (the “Company”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report on the issuance and sale of an aggregate of 1,750,000 shares of its common stock and warrants to purchase a total of 875,000 shares of its common stock pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-162080), which became effective on October 1, 2009.  This amendment is being filed solely to amend the Original Form 8-K to include Exhibits 5.1 and 23.1 hereto.  Except as otherwise noted, the Original Form 8-K is unaltered hereby.

Item 9.01    Financial Statements and Exhibits.

(d)        Exhibits.

1.1*	Placement Agency Agreement, dated as of November 15, 2010, by and among the Company and Roth Capital Partners, LLC
4.1*	Form of Common Stock Purchase Warrant
5.1	Opinion of Dorsey & Whitney LLP
10.1*	Securities Purchase Agreement, dated as of November 15, 2010, by and among the Company and each of the purchasers identified on the signature pages thereto
23.1	Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
99.1*	Press Release, dated November 15, 2010

* Previously filed.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BSD MEDICAL CORPORATION
Dated:  November 17, 2010	By:	/s/ Dennis P. Gauger
	Name:	Dennis P. Gauger
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
1.1*	Placement Agency Agreement, dated as of November 15, 2010, by and between the Company and Roth Capital Partners, LLC
4.1*	Form of Common Stock Purchase Warrant
5.1	Opinion of Dorsey & Whitney LLP
10.1*	Securities Purchase Agreement, dated as of November 15, 2010, by and among the Company and each of the purchasers identified on the signature pages thereto
23.1	Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
99.1*	Press Release, dated November 15, 2010

* Previously filed.

EX-5.1

Exhibit 5.1

OPINION AND CONSENT OF DORSEY & WHITNEY LLP

November 17, 2010

BSD Medical Corporation

2188 West 2200 South

Salt Lake City, Utah 84119

Re:	Registration Statement on Form S-3
	File No. 333-162080

Ladies and Gentlemen:

We have acted as counsel to BSD Medical Corporation, a Delaware corporation (the “Company”), in connection with the above-captioned Registration Statement on Form S-3 (“Registration Statement”), relating to the registration under the Securities Act of 1933 (the “Act”), as amended, of common stock of the Company and warrants to purchase common stock of the Company, in each case pursuant to a Prospectus Supplement dated November 15, 2010 to the Prospectus dated October 1, 2009 (together, the “Prospectus”), relating to the issuance by the Company under the Registration Statement of up to a total of 2,625,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 (the “Common Stock”), which includes 1,750,000 shares of Common Stock and warrants (the “Warrants”) to purchase up to 875,000 shares of the Company’s Common Stock (the “Warrant Shares”) and the sale thereof pursuant to the Securities Purchase Agreement, dated as of November 15, 2010 (the “Securities Purchase Agreement”), between the Company and the purchasers named on the signature pages thereto.

For purposes of this opinion, we have examined such documents and reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinion set forth below.  In rendering our opinion, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies.  We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties.  As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials.

BSD Medical Corporation

November 17, 2010

Page 2

Based on the foregoing, we are of the opinion that (i) the Shares have been duly authorized and, upon issuance, delivery, and payment therefor pursuant to the terms of the Securities Purchases Agreement, will be validly issued, fully paid, and nonassessable; (ii) provided that the Warrants have been duly executed and delivered by the Company and duly delivered to the purchasers thereof against payment therefor, the Warrants, when issued and sold pursuant to the terms of the Securities Purchase Agreement and the Warrants, will constitute the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other similar law of general application relating to or affecting creditors̵ 7; rights, and by general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the enforceability of agreements generally (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (iii) if, as, and when the Warrant Shares are issued and delivered by the Company in accordance with the terms of each Warrant and the Company’s Amended and Restated Certificate of Incorporation, including, without limitation, the payment in full of applicable consideration, the Warrant Shares will be validly issued, fully paid, and nonassessable.

Our opinions expressed above are limited to the Delaware General Corporation Law and the federal laws of the United States of America, and as to the Warrants constituting valid and legally binding obligations of the Company, with respect to the laws of the State of New York.

We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ DORSEY & WHITNEY LLP