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8-K - 8-K - Vericel Corpa13-25227_28k.htm
EX-1.1 - EX-1.1 - Vericel Corpa13-25227_2ex1d1.htm

EXHIBIT 5.1

 

 

GRAPHIC

 

Dykema Gossett PLLC

39577 Woodward Avenue, Suite 300
Bloomfield Hills, MI 48304

 

WWW.DYKEMA.COM

 

Tel: (248) 203-0700
Fax: (248) 203-0763

 

 

November 29, 2013

 

 

 

Aastrom Biosciences, Inc.

Domino’s Farms, Lobby K

24 Frank Lloyd Wright Drive

Ann Arbor, MI  48105

 

Ladies and Gentlemen:

 

We have acted as special counsel to Aastrom Biosciences Inc., a Michigan corporation (the “Company”), in connection with the filing with the Securities and Exchange Commission (the “Commission”) of a prospectus supplement (the “Prospectus Supplement”) to the Company’s registration statement on Form S-3 (Registration No. 333-174945), as amended to date (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”).  The Prospectus Supplement relates to the issuance and sale from time to time by the Company through MLV & Co. LLC, acting as agent and/or principal (the “Sales Agent”) of up to $6,153,000 in the aggregate offering price of shares (the “Shares”) of common stock of the Company, no par value per share (the “Common Stock”), pursuant to that certain at-the-market sales agreement, dated June 16, 2011, as amended by Amendment No. 1 on November 29, 2013 (as amended, the “Sales Agreement”), by and between the Company and MLV.  The term “Shares” shall include any additional shares of common stock registered by the Company pursuant to Rule 462(b) under the Act in connection with the offering contemplated by the Registration Statement.

 

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issuance of the Shares.  As such special counsel, we have examined such documents and such matters of fact and questions of law as we have considered appropriate for purposes of this letter.  With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters.  In rendering the opinion expressed below, we have assumed without verification the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted as originals, the conformity to the originals

 

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of all documents submitted to us as copies and the authenticity of the originals of such copies.  We are opining herein as to the Michigan Business Corporation Act (the “MBCA”), and we express no opinion with respect to any other laws.

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Shares have been duly authorized and when the Shares shall have been issued by the Company against payment therefor in accordance with the terms the Sales Agreement, the Shares will be validly issued, fully paid and nonassessable.

 

In rendering the foregoing opinion, we have assumed that (i) the Sales Agreement is enforceable in accordance with its terms, (ii) payment and delivery of the Shares is made in accordance with the terms set forth in the Sales Agreement and other agreements and documents relating to the issuance and sale of the Shares and (iii) upon the issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under its Amended and Restated Certificate of Incorporation, as amended.

 

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act.  We consent to your filing this opinion as an exhibit to the Company’s Form 8-K dated November 29, 2013 and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,

 

DYKEMA GOSSETT PLLC

 

California | Illinois | Michigan | Minnesota | North Carolina | Texas | Washington, D.C.