Attached files
file | filename |
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8-K - FORM 8-K - ATHERSYS, INC / NEW | l41716e8vk.htm |
EX-1.1 - EX-1.1 - ATHERSYS, INC / NEW | l41716exv1w1.htm |
EX-4.1 - EX-4.1 - ATHERSYS, INC / NEW | l41716exv4w1.htm |
EX-10.1 - EX-10.1 - ATHERSYS, INC / NEW | l41716exv10w1.htm |
EX-99.1 - EX-99.1 - ATHERSYS, INC / NEW | l41716exv99w1.htm |
Exhibit 5.1
JONES DAY
NORTH POINT 901 LAKESIDE AVENUE
CLEVELAND, OHIO 44114-1190
TELEPHONE: (216) 586-3939 FACSIMILE: (216) 579-0212
TELEPHONE: (216) 586-3939 FACSIMILE: (216) 579-0212
January 28, 2011
Athersys, Inc.
3201 Carnegie Avenue
Cleveland, Ohio 44115-2634
3201 Carnegie Avenue
Cleveland, Ohio 44115-2634
Re: 4,366,667 Shares of Common Stock and Warrants to Purchase Up to an Additional 1,310,000 Shares of Common Stock of Athersys, Inc. |
Ladies and Gentlemen:
We have acted as counsel for Athersys, Inc., a Delaware corporation (the Company), in
connection with the issuance and sale of up to 4,366,667 shares (the Shares) of Common Stock, par value
$0.001 per share (Common Stock), of the Company and warrants (the Warrants) to purchase up to
an additional 1,310,000 shares of Common Stock (the Warrant Shares and, together with the Shares and
the Warrants, the Securities) pursuant to Subscription Agreements entered into by the Company
with certain investors dated as of January 27, 2011 (the Subscription Agreements). In connection
with the offer and sale of the Securities pursuant to the Subscription Agreements, the Company
entered into a Placement Agency Agreement dated as of January 27, 2011, by and among the Company,
William Blair & Company, L.L.C. and First Analysis Securities Corporation, as placement agents.
In connection with the opinions expressed herein, we have examined such documents, records and
matters of law as we have deemed relevant or necessary for purposes of such opinions. Based on the
foregoing, and subject to the further limitations, qualifications and assumptions set forth herein,
we are of the opinion that:
1. | The Shares have been authorized by all necessary corporate action of the Company and, when issued and delivered pursuant to the terms of the Subscription Agreements against payment of the consideration therefor as provided therein, will be validly issued, fully paid and nonassessable. | ||
2. | The Warrants, when issued and delivered pursuant to the terms of the Subscription Agreements against payment of the consideration therefor as provided therein, will constitute valid and binding obligations of the Company. | ||
3. | The Warrant Shares have been authorized by all necessary corporate action of the Company and, when issued upon exercise of the Warrants pursuant to the terms and conditions of the Warrants, will be validly issued, fully paid and nonassessable. |
ATLANTA BEIJING BRUSSELS CHICAGO CLEVELAND COLUMBUS DALLAS FRANKFURT HONG KONG
HOUSTON IRVINE LONDON LOS ANGELES MADRID MENLO PARK MILAN MUNICH NEW DELHI NEW YORK
PARIS PITTSBURGH SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TAIPEI TOKYO WASHINGTON
HOUSTON IRVINE LONDON LOS ANGELES MADRID MENLO PARK MILAN MUNICH NEW DELHI NEW YORK
PARIS PITTSBURGH SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TAIPEI TOKYO WASHINGTON
Athersys, Inc.
January 28, 2011
Page 2
January 28, 2011
Page 2
In rendering the foregoing opinions, we have assumed that the resolutions authorizing the
Company to issue, offer and sell the Securities will be in full force and effect at all times at
which any Securities are offered or sold by the Company.
The opinion in paragraph 2 is limited by bankruptcy, insolvency, reorganization, fraudulent
transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and
related regulations and judicial doctrines from time to time in effect relating to or affecting
creditors rights generally, and by general equitable principles and public policy considerations,
whether such principles and considerations are considered in a proceeding at law or at equity.
The opinions expressed herein are limited to the laws of the State of New York and the General
Corporation Law of the State of Delaware, including the applicable provisions of the Delaware
Constitution and the reported judicial decisions interpreting such law, in each case as currently
in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form
8-K dated the date hereof filed by the Company and incorporated by reference into the Registration
Statement on Form S-3 (Registration No. 333-164336) (the Registration Statement), filed by the
Company to effect the registration of the Securities under the Securities Act of 1933 (the Act),
and to the reference to Jones Day under the caption Legal Matters in the prospectus constituting
a part of the Registration Statement. In giving such consent, we do not thereby admit that we are
included in the category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours, |
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/s/ Jones Day |
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