Attached files
| file | filename |
|---|---|
| 8-K - CALADRIUS BIOSCIENCES, INC. | v189236_8k.htm |
| EX-4.2 - CALADRIUS BIOSCIENCES, INC. | v189236_ex4-2.htm |
| EX-1.1 - CALADRIUS BIOSCIENCES, INC. | v189236_ex1-1.htm |
| EX-4.1 - CALADRIUS BIOSCIENCES, INC. | v189236_ex4-1.htm |
| EX-99.1 - CALADRIUS BIOSCIENCES, INC. | v189236_ex99-1.htm |
| EX-10.1 - CALADRIUS BIOSCIENCES, INC. | v189236_ex10-1.htm |
Exhibit
5.1
[Lowenstein
Sandler PC Letterhead]
June 28,
2010
NeoStem,
Inc.
420
Lexington Avenue, Suite 450
New York,
New York 10170
Re: Shelf Registration Statement
on Form S-3
Ladies
and Gentlemen:
We have
acted as counsel for NeoStem, Inc., a Delaware corporation (the “Company”), in
connection with the preparation and filing of a Registration Statement on Form
S-3 (File No. 333-166169) (the “Registration
Statement”) with the Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended (the “Securities Act”), and
the rules and regulations promulgated thereunder, the prospectus, dated May 19,
2010 (the “Prospectus”) and the
prospectus supplement, dated June 28, 2010 (the “Prospectus
Supplement”), filed with the Commission pursuant to Rule 424(b) of
the rules and regulations of the Securities Act, relating to the issuance and
sale by the Company of 2,325,582 units (the “Units”), with each
Unit consisting of one (1) share of common stock (each, a “Share”), par value
$0.001 per share, of the Company (“Common Stock”) and a
warrant to purchase 0.25 shares of Common Stock. There are 581,394 shares (the
“Warrant
Shares”) which are issuable upon exercise of the warrants included as
part of the Units, substantially in the form filed as Exhibit 4.1 to the Current
Report on Form 8-K to which this opinion is attached as Exhibit 5.1
(collectively, the “Warrants”).
We
understand that the Units are to be sold, as described in the Registration
Statement, the Prospectus and the Prospectus Supplement, to investors (each, a
“Purchaser”)
pursuant to definitive securities purchase agreements entered into between the
Company and each of the Purchasers, dated as of June 25, 2010 (the “Securities Purchase
Agreements”), substantially in the form filed as Exhibit 10.1 to the
Current Report on Form 8-K to which this opinion is attached as Exhibit
5.1.
In
connection with this opinion, we have examined the Registration Statement, the
Prospectus and the Prospectus Supplement. We also have examined such
corporate records, certificates and other documents and such questions of law as
we have considered necessary or appropriate for the purpose of this opinion. We
have assumed: (A) the genuineness and authenticity of all documents submitted to
us as originals and (B) the conformity to originals of all documents submitted
to us as copies thereof. As to certain factual matters, we have
relied upon certificates of officers of the Company and have not sought
independently to verify such matters.
Based on
the foregoing, and subject to the assumptions, limitations and qualifications
set forth herein, we are of the opinion that:
1. the
issuance and sale of the Units, and the Shares and the Warrants included
therein, has been duly authorized and, when issued and sold in the manner
described in the Registration Statement, the Prospectus and the Prospectus
Supplement and in accordance with the Securities Purchase Agreements, the Units,
and the Shares and the Warrants included therein, will be validly issued, fully
paid and non-assessable; and
2. the
Warrant Shares have been duly authorized and, when issued in accordance with the
terms and conditions of the Warrants (including the due payment of any exercise
price therefore specified in the Warrants), the Warrant Shares will be validly
issued, fully paid and non-assessable.
Our
opinion is limited to the federal laws of the United States and to the Delaware
General Corporation Law. We express no opinion as to the effect of the law
of any other jurisdiction. Our opinion is rendered as of the date hereof, and we
assume no obligation to advise you of changes in law or fact (or the effect
thereof on the opinions expressed herein) that hereafter may come to our
attention.
We hereby
consent to the inclusion of this opinion as an exhibit to the Registration
Statement and to the references to our firm therein and in the Prospectus and
the Prospectus Supplement under the caption “Legal Matters.” In
giving our consent, we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the
rules and regulations thereunder.
|
Very
truly yours,
/s/
LOWENSTEIN SANDLER PC
|
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