Attached files
file | filename |
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8-K - FORM 8-K - Vericel Corp | a58102e8vk.htm |
EX-99.1 - EX-99.1 - Vericel Corp | a58102exv99w1.htm |
EX-5.2 - EX-5.2 - Vericel Corp | a58102exv5w2.htm |
EX-4.1 - EX-4.1 - Vericel Corp | a58102exv4w1.htm |
EX-1.1 - EX-1.1 - Vericel Corp | a58102exv1w1.htm |
Exhibit 5.1
400 Renaissance Center | ||
Detroit, Michigan 48243 | ||
www.dykema.com | ||
Tel: (313) 568-6800 | ||
Fax: (313) 568-6658 | ||
December 10, 2010 |
Aastrom Biosciences, Inc.
Dominos Farms, Lobby K
24 Frank Lloyd Wright Drive
Ann Arbor, MI 48105
Dominos Farms, Lobby K
24 Frank Lloyd Wright Drive
Ann Arbor, MI 48105
Re: Prospectus Supplement to Registration Statement on Form S-3 (Reg. No. 333-170581)
Gentlemen:
As special counsel to Aastrom Biosciences, Inc., a Michigan corporation (the Company), we
are rendering this opinion in connection with the filing with the Securities and Exchange
Commission (the Commission) of a prospectus supplement (Prospectus Supplement) to the Companys
registration statement on Form S-3, Reg. No. 333-170581, as amended to date (the Registration
Statement), under the Securities Act of 1933, as amended (the Act). The Prospectus Supplement
relates to (i) the issuance, offer and sale by the Company of up to 10,000,000 units (the Units),
each Unit consisting of (a) one share of the Companys Common Stock (the Shares) and (b) one
warrant to purchase one share of the Companys Common Stock (the Warrants), pursuant to the
Underwriting Agreement dated December 10, 2010 (the Underwriting Agreement) between the Company
and Stifel, Nicolaus & Company, Incorporated, as representative of the several underwriters and the
Warrant Agreement (the Warrant Agreement) entered into between the Company and Continental Stock
Transfer & Trust Co. (the Warrant Agent) and (ii) the issuance of up to 10,000,000 shares of the
Companys Common Stock issuable upon exercise of the Warrants (the Warrant Shares).
In rendering our opinion, we have examined the Registration Statement (including the exhibits
thereto), the Prospectus Supplement, the Underwriting Agreement, the form of Warrant Agreement, the
originals or copies, certified or otherwise identified to our satisfaction, of the Restated
Articles of Incorporation and the Bylaws of the Company as amended to date, resolutions of the
Companys Board of Directors and of its Pricing Committee and such other documents and corporate
records relating to the Company and the issuance and sale of the Shares, the Warrants and the
Warrant Shares as we have deemed appropriate.
CALIFORNIA | ILLINOIS | MICHIGAN | WASHINGTON D.C.
Aastrom Biosciences, Inc.
December 10, 2010
Page 2
December 10, 2010
Page 2
In our examination, we have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the conformity to original documents of all photostatic and
facsimile copies submitted to us, and the due execution and delivery of all documents by any party
where due execution and delivery are a prerequisite to the effectiveness thereof. We have assumed
that the Underwriting Agreement is enforceable in accordance with its terms and that, upon
execution, the Warrant Agreement will be enforceable in accordance with their respective terms. As
to any facts material to the opinion expressed herein that were not independently established or
verified, we have relied upon statements and representations of officers and other representatives
of the Company. We have assumed that payment and delivery the Shares, the Warrants and the Warrant
Shares is made in accordance with the terms set forth in the Underwriting Agreement, the Warrant
Agreement and other agreements and documents relating to the issuance and sale of the Shares, the
Warrants and the Warrant Shares and that the terms set forth in such agreements and other documents
are in accordance with the resolutions of the Companys Board of Directors and its Pricing
Committee approving the issuance and sale of the Shares, the Warrants and the Warrant Shares. In
addition, we have assumed that the certificates representing the Shares, the Warrants and the
Warrant Shares will be duly executed and delivered.
On the basis of the foregoing, we are of the opinion that:
1. The Shares, when issued in accordance with the terms of the Underwriting Agreement, will be
duly authorized, validly issued, fully paid, and non-assessable.
2. The Warrant Shares, when issued against payment of the exercise price therefor and in
accordance with the terms of the Warrants and the Warrant Agreement, will be duly authorized,
validly issued, fully paid, and non-assessable.
The opinion expressed herein is based exclusively on the applicable provisions of the Michigan
Business Corporation Act as in effect on the date hereof.
CALIFORNIA | ILLINOIS | MICHIGAN | WASHINGTON D.C.
Aastrom Biosciences, Inc.
December 10, 2010
Page 3
December 10, 2010
Page 3
We hereby consent to the reference to our firm under the caption Legal Matters in the
Prospectus Supplement and to the filing of this opinion as an exhibit to the Registration Statement
(through incorporation by reference from a Current Report on Form 8-K). Such consent does not
constitute a consent under Section 7 of the Act, since we have not certified any part of such
Registration Statement and do not otherwise come within the categories of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ Dykema Gossett PLLC
Dykema Gossett pllc
CALIFORNIA | ILLINOIS | MICHIGAN | WASHINGTON D.C.