Exhibit 5.1

July 10, 2015

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re: Amarantus Bioscience Holdings, Inc., Form S-3 Registration Statement

Ladies and Gentlemen:

We have acted as special counsel for Amarantus Bioscience Holdings, Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-3 (File No. 333-203845) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder, and declared effective by the Commission on May 22, 2015, the prospectus included therein (the “Prospectus”), and Amendment No. 1 dated July 10, 2015 to the prospectus supplement dated July 9, 2015 (the “Prospectus Supplement), filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Securities Act.

The Prospectus Supplement pertains to the offer and sale by the Company pursuant to an amended and restated stock purchase agreement dated July 9, 2015 (“SPA”) of 535 shares of Series G Preferred Stock (the “Series G Shares”) and up to 297,322 shares of common stock issuable upon conversion of 535 shares of Series G Preferred Stock and up to 3,000,000 shares of common stock that may be issued as a conversion premium, or may be issued, at the Company’s sole and absolute discretion, in payment of dividends on such shares of Series G Preferred Stock (the “Common Stock Share” and together with the Series G Shares, the “Shares”).

We understand that the Shares are to be sold, as described in the Registration Statement, the Prospectus and the Prospectus Supplement, pursuant to the SPA filed as Exhibit 10.1 to the Current Report on Form 8-K to which this opinion is attached as Exhibit 5.1.    

In connection with this opinion, we have examined the Registration Statement, the Prospectus and the Prospectus Supplement.  We also have examined such corporate records, certificates and other documents and such questions of law as we have considered necessary or appropriate for the purpose of this opinion. We have assumed: (A) the genuineness and authenticity of all documents submitted to us as originals and (B) the conformity to originals of all documents submitted to us as copies thereof.  As to certain factual matters, we have relied upon certificates of officers of the Company and have not sought independently to verify such matters.

Without limiting any of the other limitations, exceptions and qualifications stated elsewhere herein, we express no opinion with regard to the applicability or effect of the laws of any jurisdiction other than the corporate laws of the State of Nevada (based solely on our review of a standard compilation thereof) as in effect on the date hereof. This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly stated herein from any matter address in this opinion letter.

Based on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that the issuance and sale of the Shares have been duly authorized and, when issued and sold in the manner described in the Registration Statement, the Prospectus and the Prospectus Supplement and in accordance with the terms and conditions of the SPA, the Shares will be validly issued, fully paid and non-assessable;

We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement and to the references to our firm therein and in the Prospectus and the Prospectus Supplement under the caption “Legal Matters.”  In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Sichenzia Ross Friedman Ference LLP