Attached files
file | filename |
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S-1/A - FORM S-1/A - Fibrocell Science, Inc. | w81053a1sv1za.htm |
EX-23.1 - EX-23.1 - Fibrocell Science, Inc. | w81053a1exv23w1.htm |
Exhibit 5
[Cozen OConnor Letterhead]
January 18, 2011
Board of Directors
Fibrocell Science, Inc.
405 Eagleview Blvd.
Exton, PA 19341
Fibrocell Science, Inc.
405 Eagleview Blvd.
Exton, PA 19341
Re: Registration Statement on Form S-1
Gentlemen:
We have acted as counsel to Fibrocell
Science, Inc., a Delaware corporation (the Company) in connection with the preparation and filing of the Registration Statement
on Form S-1 (the Registration Statement) filed by the Company with United States Securities and Exchange Commission under the Securities Act of 1933,
as amended (Act). The Registration Statement covers the resale by
certain selling stockholders listed in the Registration Statement
(the Selling Securityholders) of up to 24,533,639 shares
of the Companys common stock, par value $.001 per share
(the Common Stock) that have been issued or may be issued
by the Company upon the exercise of certain warrants (the Warrants).
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 3.1 and 3.2, respectively, to the Registration Statement; (ii) resolutions of the Companys Board of Directors authorizing the issuance of the Common Stock; (iii) the Registration Statement; (iv) the Warrants 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, we are of the opinion that the Common Stock has been duly authorized and, when issued by the Company upon the exercise of the Warrants in accordance with the terms of such Warrants, 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 OConnor | ||||