Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Microbot Medical Inc. | f57777e8vk.htm |
| EX-1.1 - EX-1.1 - Microbot Medical Inc. | f57777exv1w1.htm |
| EX-99.1 - EX-99.1 - Microbot Medical Inc. | f57777exv99w1.htm |
| EX-99.2 - EX-99.2 - Microbot Medical Inc. | f57777exv99w2.htm |
Exhibit 5.1
January 7, 2011
StemCells, Inc.
3155 Porter Drive
Palo Alto, California 94394
3155 Porter Drive
Palo Alto, California 94394
| Re: | Registration Statement on Form S-3 (Registration No. 333-170300), initially filed on November 3, 2010 with the Securities and Exchange Commission (the “Commission”) and declared effective on November 16, 2010. |
Ladies and Gentlemen:
This opinion is furnished to you in connection with the above-referenced registration statement
(the “Registration Statement”), the base prospectus dated November 16, 2010 (the “Base
Prospectus”) and the prospectus supplement dated January 7, 2011 (together with the Base
Prospectus, the “Prospectus”). The Prospectus relates to the offering by StemCells, Inc.
(the “Company”) of 10,000,000 shares (the “Shares”) of the Company’s common stock,
par value $0.01 per share (the “Common Stock”), and options (the “Options”) to
purchase 6,000,000 shares of Common Stock (the “Option Shares”), which Shares, Options and
Option Shares are covered by the Registration Statement. We understand that the Shares, Options and
Option Shares are to be offered and sold in the manner described in the Prospectus.
We have acted as counsel for the Company in connection with the issuance of the Shares, Options and
Option Shares. For purposes of this opinion, we have examined and relied upon such documents,
records, certificates and other instruments as we have deemed necessary.
The opinions expressed below are limited to the Delaware General Corporation Law, including the
applicable provisions of the Delaware Constitution and the reported cases interpreting those laws.
Based upon and subject to the foregoing, we are of the opinion that (i) the Shares, when sold as
described in the Prospectus, will be duly authorized, validly issued, fully paid and non-assessable
(ii) the Options, when issued and sold as described in the Prospectus, will be valid and legally
binding obligations of the Company, enforceable against the Company in accordance with their terms,
except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws relating to or affecting creditors’ rights generally and by general equitable
principles (regardless of whether such enforceability is considered in a proceeding at law or in
equity) and implied covenants of good faith and fair dealing, and (iii) the Option Shares, when
issued and sold as described in the Prospectus, will be duly authorized, validly issued, fully paid
and non-assessable.
We hereby consent to your filing this opinion as an exhibit to a Current Report on Form 8-K to be
incorporated by reference in the Registration Statement and to the use of our name under the
caption “Legal matters” in the Prospectus contained therein. Our consent shall not be deemed an
admission that we are experts whose consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Commission thereunder.
This opinion may be used only in connection with the offer and sale of the Shares, Options and
Option Shares while the Registration Statement remains effective.
Very truly yours,
/s/ Ropes & Gray
LLP
Ropes & Gray LLP
Ropes & Gray LLP