Attached files
| file | filename |
|---|---|
| S-1/A - FORM S-1/A - Cryoport, Inc. | a57566a1sv1za.htm |
| EX-23.1 - EX-23.1 - Cryoport, Inc. | a57566a1exv23w1.htm |
| EX-10.32 - EX-10.32 - Cryoport, Inc. | a57566a1exv10w32.htm |
| EX-10.33 - EX-10.33 - Cryoport, Inc. | a57566a1exv10w33.htm |
EXHIBIT 5.1
OPINION OF COUNSEL
Snell & Wilmer L.L.P.
600 Anton Boulevard
Suite 1400
Costa Mesa, California 92626-7689
TELEPHONE: (714) 427-7000
FACSIMILE: (714) 427-7799
600 Anton Boulevard
Suite 1400
Costa Mesa, California 92626-7689
TELEPHONE: (714) 427-7000
FACSIMILE: (714) 427-7799
December 17, 2010
CryoPort, Inc.
20382 Barents Sea Circle
Lake Forest, California 92630
20382 Barents Sea Circle
Lake Forest, California 92630
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as special Nevada counsel to CryoPort, Inc., a Nevada corporation (the
“Company”), in connection with its Registration Statement on Form S-1 (the “Registration
Statement”), relating to the proposed resale by the selling stockholders named in the prospectus
made part of the Registration Statement (collectively, the “Selling Stockholders”) of up to
12,287,711 shares of the Company’s common stock (the “Shares”), comprised of (i) 5,532,418 Shares
(the “Outstanding Shares”) that were purchased by certain of the Selling Stockholders in
transactions with the Company pursuant to exemptions from the registration requirements of the
Securities Act of 1933, as amended (the “Securities Act”); and (ii) 6,755,293 shares of common
stock (the “Warrant Shares”) which may be issued to certain of the Selling Stockholders upon the
exercise of issued and outstanding warrants to purchase shares of the Company’s common stock (the
“Warrants”), as more specifically described in the prospectus made part of the Registration
Statement.
All capitalized terms herein that are not otherwise defined shall have the meaning ascribed
thereto in the Registration Statement. In connection with this opinion, we have examined and relied
upon the Company’s Articles of Incorporation and Bylaws as currently in effect; the Registration
Statement and related prospectus; and such corporate records of the Company and such other
instruments and other certificates of public officials, officers and representatives of the Company
and such other persons, and we have made such investigations of law, as we have deemed appropriate
as a basis for the opinions expressed below. In addition, we have assumed and have not
independently verified the accuracy as to factual matters of each document we have reviewed.
For purposes of rendering this opinion, we have examined originals or copies certified or
otherwise identified to our satisfaction of the documents described in the preceding paragraph and
such other documents and records as we have deemed appropriate. In conducting such examination, we
have assumed the genuineness of all signatures and the authenticity of all documents submitted to
us as originals and conformity to original documents of all documents submitted to us as copies.
As to questions of fact material to our opinion, we have relied upon certificates of officers of
the Company and of public officials. It is understood that this opinion is to be used only in
connection with the filing of the
Registration Statement. We are opining only on the matters expressly set forth herein, and no
opinion should be inferred as to any other matter. The law covered by the opinions expressed herein
is limited to the laws of the State of Nevada. This opinion letter is delivered as of its date and
without any undertaking to advise you of any changes of law or fact that occur after the date of
this opinion letter even though the changes may affect the legal analysis, a legal conclusion or
information confirmed in this opinion letter.
Based on the foregoing, and the matters discussed below, after having given due regard to such
issues of law as we deemed relevant, we are of the opinion that (i) the Outstanding Shares are
validly issued, fully paid and non-assessable and (ii) the Warrant Shares, upon issuance in
accordance with the terms and conditions of the Registration Statement and the Warrants and for the
consideration provided for therein, will be validly issued, fully paid and non-assessable.
We express no opinion as to the applicability of, compliance with, or effect of any laws
except the laws set forth in Chapter 78 of the Nevada Revised Statutes, applicable provisions of
the Nevada Constitution and reported judicial decisions interpreting these laws, and, as to the
Warrants constituting legal obligations of the Company, solely with respect to the laws of the
State of Nevada. We assume no obligation to supplement this letter if any applicable laws change
after the date of this letter with possible retroactive effect, or if any facts or events occur or
come to our attention after the date of this letter that might change any of the opinions expressed
above.
We are furnishing this opinion to the Company solely in connection with the Registration
Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm’s name under the caption “Legal Matters” and elsewhere
in the Registration Statement and related prospectus of the Company, including documents
incorporated by reference. In giving such consent, we do not hereby concede that we are within the
category of persons whose consent is required under Section 7 of the Act or the Rules and
Regulations of the Commission thereunder. This opinion is furnished by us, as special Nevada
counsel to the Company, in accordance with the requirements of Item 601(b)(5) of Regulation S-K
under the Act and, except as provided in this paragraph, is not to be used, circulated or quoted
for any other purpose.
Very truly yours,
/s/ SNELL & WILMER L.L.P.
Snell & Wilmer L.L.P.