Exhibit 5.1
LAW OFFICES OF
FISHER THURBER LLP
A Limited Liability Partnership Including Professional Corporations
| Of Counsel | 4225 Executive Square | |||
| F. Marshall Thurber | Suite 1600 | Telephone (858) 535-9400 | ||
| F. Kevin Loughran | La Jolla, California 92037-1483 | Fax (858) 535-1616 |
March 28, 2007
Board of Directors
Cardium Therapeutics, Inc.
3611 Valley Centre Drive, Suite 525
San Diego, CA 92130
| Re: | Registration Statement on Form S-3 | |||||
| Cardium Therapeutics, Inc | ||||||
| Our File No. 1417.04 |
Gentlemen:
We have acted as special counsel for Cardium Therapeutics, Inc. (the “Company”) in connection with the preparation and filing of a Registration Statement on Form S-3 (the “Registration Statement”), pursuant to which certain stockholders may sell up to 8,636,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), and up to 3,540,760 shares (the “Warrant Shares”) of Common Stock issuable upon exercise of warrants (the “Warrants”).
In connection with this opinion, we have examined and relied upon the Company’s Second Amended and Restated Certificate of Incorporation and the Company’s Amended and Restated By-Laws and such other records, documents, certificates, memoranda and other instruments as we deem necessary or appropriate to enable us to render the opinion expressed below. As to certain factual matters, we have relied upon a certificate of an officer of the Company. We have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents and all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents.
Based upon the foregoing, and in reliance thereon, we are of the opinion that the Shares are validly issued, fully paid and nonassessable, and the Warrant Shares, when issued and paid for in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable.
Board of Directors
Cardium Therapeutics, Inc.
March 28, 2007
Page 2
We hereby consent to the references to this firm in the Legal Matters section of the Registration Statement. We further consent to the use of this opinion as an exhibit to the Registration Statement.
| Sincerely, | ||
| Fisher Thurber LLP | ||
| By: | /s/ David A Fisher | |
| David A. Fisher | ||
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