Vericel (VCEL) 8-K Aastrom Biosciences Announces Proposed Public Offering of Units

Exhibit 5.1

	400 Renaissance Center
	Detroit, Michigan 48243
	WWW.DYKEMA.COM
	Tel: (313) 568-6800
	Fax: (313) 568-6658

January 15, 2010

Aastrom Biosciences, Inc.
Domino’s Farms, Lobby L
24 Frank Lloyd Wright Drive
Ann Arbor, MI 48105

     Re: Prospectus Supplement to Registration Statement on Form S-3 (Reg. No. 333-155739)

Gentlemen:

     As special counsel to Aastrom Biosciences, Inc., a Michigan corporation (the “Company”), we are rendering this opinion in connection with the filing with the Securities and Exchange Commission (the “Commission”) of a prospectus supplement (“Prospectus Supplement”) to the Company’s registration statement on Form S-3, Reg. No. 333-155739, as amended to date (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”). The Prospectus Supplement relates to (i) the issuance, offer and sale by the Company of up to 53,077,100 shares of the Company’s Common Stock (the “Shares”), Class A warrants to purchase up to 39,807,825 additional shares of the Company’s Common Stock (the “Class A Warrants”) and Class B warrants to purchase up to 26,538,550 additional shares of the Company’s Common Stock (the “Class B Warrants” and, together with the Class A Warrants, the “Warrants”), pursuant to the Underwriting Agreement dated January 15, 2010 (the “Underwriting Agreement”) between the Company and Oppenheimer & Co. Inc., the Class A Warrant Agreement (the “Class A Warrant Agreement”) to be entered into between the Company and Continental Stock Transfer & Trust Company (the “Warrant Agent”) and the Class B Warrant Agreement (the “Class B Warrant Agreement” and, together with the Class A Warrant Agreement, the “Warrant Agreements”) to be entered into between the Company and the Warrant Agent and (ii) the issuance of up to 66,346,375 shares of the Company’s Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”).

     In rendering our opinion, we have examined the Registration Statement (including the exhibits thereto), the Prospectus Supplement, the Underwriting Agreement, each form of Warrant Agreement, the originals or copies, certified or otherwise identified to our satisfaction, of the Restated Articles of Incorporation and the Bylaws of the Company as amended to date, resolutions of the Company’s Board of Directors and of its Pricing Committee and such other

CALIFORNIA | ILLINOIS | MICHIGAN | WASHINGTON D.C.

Aastrom Biosciences, Inc.
January 15, 2010
Page 2

documents and corporate records relating to the Company and the issuance and sale of the Shares, the Warrants and the Warrant Shares as we have deemed appropriate.

     In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the conformity to original documents of all photostatic and facsimile copies submitted to us, and the due execution and delivery of all documents by any party where due execution and delivery are a prerequisite to the effectiveness thereof. We have assumed that the Underwriting Agreement is enforceable in accordance with its terms and that, upon execution, the Warrant Agreements will be enforceable in accordance with their respective terms. As to any facts material to the opinion expressed herein that were not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company. We have assumed that payment and delivery of the Shares, the Warrants and the Warrant Shares is made in accordance with the terms set forth in the Underwriting Agreement, the Warrant Agreements and other agreements and documents relating to the issuance and sale of the Shares, the Warrants and the Warrant Shares and that the terms set forth in such agreements and other documents are in accordance with the resolutions of the Company’s Board of Directors and its Pricing Committee approving the issuance and sale of the Shares, the Warrants and the Warrant Shares. In addition, we have assumed that the certificates representing the Shares, the Warrants and the Warrant Shares will be duly executed and delivered.

     On the basis of the foregoing, we are of the opinion that the Shares and the Warrants, when issued in accordance with the terms of the Underwriting Agreement and the Warrant Agreements, and the Warrant Shares, when issued against payment of the exercise price therefore and in accordance with the terms of the Warrants, will be duly authorized, validly issued, fully paid, and non-assessable.

     The opinion expressed herein is based exclusively on the applicable provisions of the Michigan Business Corporation Act as in effect on the date hereof.

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Aastrom Biosciences, Inc.
January 15, 2010
Page 3

     We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus Supplement and to the filing of this opinion as an exhibit to the Registration Statement (through incorporation by reference from a Current Report on Form 8-K). Such consent does not constitute a consent under Section 7 of the Act, since we have not certified any part of such Registration Statement and do not otherwise come within the categories of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

Dykema Gossett pllc
 

/s/ Dykema Gossett PLLC
 

tgf 

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