Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 PR 09.15.16 - CALADRIUS BIOSCIENCES, INC. | exhibit991pr91516.htm |
| EX-10.4 - EXHIBIT 10.4 RRA - CALADRIUS BIOSCIENCES, INC. | exhibit104rra.htm |
| EX-10.3 - EXHIBIT 10.3 SPA - CALADRIUS BIOSCIENCES, INC. | exhibit103spa.htm |
| EX-10.2 - EXHIBIT 10.2 ASIA SPA - CALADRIUS BIOSCIENCES, INC. | exhibit102asiaspa.htm |
| EX-10.1 - EXHIBIT 10.1 RD SPA - CALADRIUS BIOSCIENCES, INC. | exhibit101rdspa.htm |
| 8-K - 8-K 09.14.16 - CALADRIUS BIOSCIENCES, INC. | a8-k091416.htm |
Exhibit 5.1
Chrysler Center666 Third Avenue
New York, N Y 10017
212-935-3000
212-983-3115 fax
www.mintz.com
September 14, 2016
Caladrius Biosciences, Inc.
106 Allen Road, 4th Floor
Basking Ridge, NJ 07920
Re: Caladrius Biosciences, Inc.
Ladies and Gentlemen:
We have acted as counsel to Caladrius Biosciences, Inc., a Delaware corporation (the “Company”), in connection with the preparation of a prospectus supplement dated September 14, 2016 to the prospectus dated August 28, 2015 (together, the “Prospectus”) relating to the offer and sale by the Company, pursuant to the stock purchase agreement dated September 14, 2016 (the “Stock Purchase Agreement”), between the Company and an institutional investor, of up to an aggregate of 847,458 shares of the Company’s common stock, par value $0.001 per share (the “Shares”). The Prospectus forms a part of the Company’s registration statement on Form S-3 (No. 333-206175) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), which was declared effective on August 28, 2015.
In such capacity, we have examined the following documents:
a) | the Registration Statement; |
b) | the Prospectus; |
c) | the Amended and Restated Certificate of Incorporation, as amended, and the Amended and Restated Bylaws of the Company, as amended; and |
d) | the Stock Purchase Agreement. |
We have also examined such other documents, records and instruments as we have deemed necessary and appropriate for purposes of this opinion.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold in the manner and under the terms described in the Stock Purchase Agreement, will upon such issuance and sale, be validly issued, fully paid and nonassessable.
In rendering the foregoing opinions, we have assumed (a) the accuracy and truthfulness of all public records of the Company and of all certifications, documents and other proceedings examined by us that have been produced by officials of the Company acting within the scope of their official capacities, without verifying the accuracy or truthfulness of such representations, and (b) the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof.
We express no opinion as to the laws of any jurisdiction other than the federal laws of the United States of America and the Delaware General Corporation Law, including the statutory provisions, applicable provisions of the
Delaware constitution and all reported judicial decisions interpreting those laws. We express no opinion as to whether, or the extent to which, the laws of any particular jurisdiction apply to the subject matter hereof.
We consent to the filing of this opinion letter as Exhibit 5.1 to the Company’s current report on Form 8-K filed as of the date hereof and to the reference to this firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not thereby imply or admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Commission promulgated thereunder, or Item 509 of Regulation S-K.
This opinion letter is rendered as of the date first written above and is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Shares. This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein.
Very truly yours,
/S/ MINTZ, LEVIN, COHN, FERRIS, GLOVSKY & POPEO, P.C.
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY & POPEO, P.C.