Exhibit 5
[Schiff Hardin LLP Letterhead]
August 15, 2013
Board of Directors
Fibrocell Science, Inc.
405 Eagleview Blvd.
Exton, PA 19341
| | Re: | Registration Statement on Form S-3 |
Gentlemen:
We have acted as counsel to Fibrocell Science, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of post-effective amendment number 1 on Form S-3 to the Registration Statement on Form S-1 (SEC file number: 333-183793) (the “Registration Statement”) filed by the Company with the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”). The Registration Statement covers the resale by certain selling stockholders listed in the Registration Statement of up to 245,444 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”) that may be issued by the Company 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, as filed in the Registration Statement; (ii) resolutions of the Company’s Board of Directors authorizing the issuance of the Common Stock; (iii) the Registration Statement; (iv) a form of the Warrants, 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.
Based upon the foregoing and in reliance thereon, we are of the opinion that the Common Stock, when issued by the Company upon the exercise of and in accordance with the terms of the Warrants, will be duly authorized, validly issued, fully paid and nonassessable.
This opinion is limited to the Federal law of the United States and the General Corporation Law of the State of Delaware, and we express no opinion as to the laws of any other jurisdiction. This opinion is rendered pursuant to Item 601(b)(5)(i) of Regulation S-K under the Act. The opinions expressed in this opinion letter are as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that date, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may come to our attention after that date or any changes in law that may occur or become effective after that date. The opinions herein are limited to the matters expressly set forth in this opinion letter, and no opinion or representation is given or may be inferred beyond the opinions expressly set forth in this opinion letter.
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” in the prospectus contained in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
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| SCHIFF HARDIN LLP |
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| /s/ Schiff Hardin LLP |
