Attached files
file | filename |
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S-1 - FORM S-1 - Fibrocell Science, Inc. | w82971sv1.htm |
EX-23.1 - EXHIBIT 23.1 - Fibrocell Science, Inc. | w82971exv23w1.htm |
Exhibit 5
[Cozen OConnor Letterhead]
May 26, 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 31,116,000 shares of the Companys common stock, par value $.001 per
share (the Common Stock) that may be issued by the Company (i) upon the conversion of Series D
convertible preferred stock (Series D Preferred Stock); and (ii) 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 Amended and
Restated Certificate of Designations of Preferences, Rights and Limitations of Series D 6%
Cumulative Perpetual Convertible Preferred Stock (Certificate of Designation) 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 (i) upon conversion of the Series D Preferred Stock in accordance
with the Certificate of Designation, and (ii) 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,
/s/ Cozen OConnor