Attached files
| file | filename |
|---|---|
| S-1/A - CALADRIUS BIOSCIENCES, INC. | v173410_s1a.htm |
| EX-1 - CALADRIUS BIOSCIENCES, INC. | v173410_ex1.htm |
| EX-21.A - CALADRIUS BIOSCIENCES, INC. | v173410_ex21a.htm |
Exhibit 5(a)
February __, 2010
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
DC 20549-7010
|
RE:
|
NeoStem,
Inc.
Registration
Statement on Form S-1 File No.
333-163741
|
Ladies
and Gentlemen:
We have
acted as counsel for NeoStem, Inc., a Delaware corporation (the “Company”) in
connection with the registration with the Securities and Exchange Commission on
Form S-1 (the “Registration Statement”) of shares of the Company’s common stock,
$.001 par value per share (the “Shares”), in an offering, including shares
underlying a common stock purchase option granted by the Company to the
underwriter representative in the offering (the “Option”). In
connection with this registration, we have reviewed the proceedings of the Board
of Directors of the Company relating to the registration and the issuance (or
the proposed issuance) of the Shares, the Option, the certificate of
incorporation and all amendments thereto of the Company, the bylaws of the
Company and all amendments thereto, and such other documents and matters as we
have deemed necessary to render the following opinion.
Based on
our review mentioned above, we are of the opinion that the securities being sold
pursuant to the Registration Statement on Form S-1 are duly authorized and (a)
with respect to the Shares of common stock, legally and validly issued, fully
paid and non-assessable, and (b) with respect to shares of common stock issuable
upon the exercise of the Option, will be, when issued in the manner described in
the Registration Statement on Form S-1, legally and validly issued, fully paid
and non-assessable.
We do not
find it necessary for the purposes of this opinion to cover, and accordingly we
express no opinion as to, the application of the securities or blue sky laws of
the various states as to the issuance and sale of the Shares or
Option.
We hereby
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to our firm under the heading “Legal Matters” in
the Registration Statement.
Very
truly yours,
/s/
Sichenzia Ross Friedman Ference LLP
Sichenzia
Ross Friedman Ference LLP
61
Broadway New York, New
York 10006 212-930-9700 212-930-9725 Fax
www.srff.com