Attached files
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| S-1/A - Nuo Therapeutics, Inc. | v204570_s1a.htm |
Exhibit
5.1
[Cozen
O’Connor Letterhead]
December
6, 2010
Board of
Directors
Cytomedix,
Inc.
209 Perry
Parkway, Suite 7
Gaithersburg,
MD 20877
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Re: Registration
Statement on Form S-1
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Gentlemen:
We have
acted as counsel to Cytomedix, Inc., a Delaware corporation (the “Company”) in
connection with the preparation and filing of the Registration Statement on Form
S-1 (SEC Registration No. 333-170747) (the “Registration Statement”) filed by
the Company with the United States Securities and Exchange Commission under the
Securities Act of 1933, as amended (“Act”). The Registration Statement covers
the resale by Lincoln Park Capital Fund, LLC (“LPC”) of up to (i) 12,000,000
shares (the “Purchase Shares”) of common stock of the Company, $0.0001 par value
per share (the “Common Stock”), issuable by the Company to LPC pursuant to that
certain Purchase Agreement by and between the Company and LPC, dated as of
October 5, 2010 (the “Purchase Agreement”); and (ii) 336,538 shares of the
Common Stock issuable by the Company to LPC as additional commitment shares to
LPC (the “Commitment Shares”) pursuant to the Purchase Agreement.
In
rendering this opinion, we have examined: (i) the Certificate of Incorporation
and By-laws of the Company, each as presently in effect and included as Exhibits
3(i) and (ii), respectively, to the Registration Statement; (ii) resolutions of
the Company’s Board of Directors authorizing the issuance of the Common Stock;
(iii) the Registration Statement; (iv) the Purchase Agreement, and (v) such
statutory provisions, certificates and other documents as we have deemed
appropriate or necessary as a basis for the opinions hereinafter expressed. We
have also examined such other documents and considered such legal matters as we
have deemed necessary and relevant as the basis for the opinion set forth below.
With respect to such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as reproduced
or certified copies, and the authenticity of the originals of those latter
documents. As to questions of fact material to this opinion, we have, to the
extent deemed appropriate, relied upon certain representations of certain
officers and employees of the Company.
Based
upon the foregoing and in reliance thereon and subject to the limitations,
qualifications and exceptions set forth herein, we are of the opinion that the
Purchase Shares and Commitment Shares, when issued and sold by the Company
against payment therefor and in accordance with the terms of the Purchase
Agreement and the Registration Statement, will be validly issued, fully paid and
nonassessable.
This
opinion is limited to the Federal law of the United States, and the applicable
statutory provisions of General Corporation Law of the State of Delaware,
including all applicable provisions of the Delaware Constitution, and reported
judicial decisions interpreting those laws and provisions. We hereby consent to
the filing of this opinion as an exhibit to the Registration Statement and to
the reference made to this firm in the Registration Statement under the heading
“Legal Matters.”
This
opinion is rendered pursuant to Item 601(b)(5)(i) of Regulation S-K under the
Act and may not be used or relied upon for any other purpose. This opinion is
given as of the effective date of the Registration Statement, and we assume no
obligation to update or supplement the opinions contained herein to reflect any
facts or circumstances which may hereafter come to our attention or any changes
in laws which may hereafter occur.
| Very truly yours, | |||
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/s/ Cozen O'Connor | |
| Cozen O'Connor |