Attached files
| file | filename |
|---|---|
| S-1/A - CRYPORT, INC. AMENDMENT NO. 1 TO FORM S-1 - Cryoport, Inc. | cryoport_s1a1.htm |
| EX-10.4.1 - SECOND AMEND TO LEASE - Cryoport, Inc. | cyroport_ex1041.htm |
| EX-23.1 - CONSENT - Cryoport, Inc. | cryoport_ex2301.htm |
| EX-3.4.2 - CERTIFICATE OF AMENDMENT - Cryoport, Inc. | cryoport_ex030402.htm |
| EX-3.5 - AMENDED AND RESTATED BYLAWS - Cryoport, Inc. | cryoport_s1a1-ex305.htm |
Exhibit 5.1
Snell
& Wilmer L.L.P.
600 Anton
Boulevard
Suite
1400
Costa
Mesa, California 92626-7689
TELEPHONE:
(714) 427-7000
FACSIMILE:
(714) 427-7799
January
12, 2010
CryoPort,
Inc.
20382
Barents Sea Circle
Lake
Forest, California 92630
Re: Registration
Statement on Form S-1
Ladies
and Gentlemen:
We have
acted as counsel to CryoPort, Inc., a Nevada corporation (the “Company”), in connection with
the Registration Statement on Form S-1 (File No. 333-162350) filed by the
Company on October 6, 2009 with the Securities and Exchange Commission (the
“Commission”) under the
Securities Act of 1933, as amended (the “Act”), as such Registration
Statement was amended by Pre-Effective Amendment No. 1 to Form S-1 filed by the
Company on January 12, 2010 (as amended, the “Registration Statement”), with
respect to the public offering by the Company of (i) up to 3,125,000 units
(“Units”), with each
Unit consisting of one share of the Company’s common stock, $0.001 par value
(“Common Stock”), and
one warrant to purchase one share of the Common Stock (“Warrant”); (ii) up to 468,750
Units for which the underwriters have been granted an over-allotment option (the
“Over-Allotment Units”);
(iii) all shares of Common Stock issued as part of the Units and the
Over-Allotment Units (“Unit
Shares”); (iv) all Warrants issued as part of the Units and the
Over-Allotment Units (“Unit
Warrants”); and (v) all shares of Common Stock issuable upon exercise of
the Unit Warrants (“Warrant
Shares” and, collectively with the Unit Shares, the “Shares”).
In
connection with this opinion, and as such counsel, we have examined and relied
upon originals or copies of the following documents (the “Documents”):
A. the
Registration Statement;
B. the
underwriting agreement between the Company and Rodman & Renshaw, LLC, the
underwriters’ representative (“Underwriting
Agreement”);
C. the
Warrant Agreement between the Company and the Company’s transfer agent (“Warrant
Agreement”);
D. Amended
and Restated Articles of Incorporation of the Company, as amended to date and in
effect on the date hereof, as certified by the Company’s duly elected
Secretary;
E. Amended
and Restated Bylaws of the Company, dated February 15, 2006, as amended by the
Amendment of Amended and Restated Bylaws of the Company dated October 9, 2009,
as certified by the Company’s duly elected Secretary; and
F. Resolutions
of the Board of Directors of the Company dated January 11, 2010.
January
12, 2010
Page
2
For the
purposes of rendering this opinion, we have examined originals or certified
photostatic copies of such other corporate records, agreements, instruments and
other documents of the Company as we have deemed relevant and necessary as a
basis for the opinion hereinafter set forth. In all such
examinations, we have assumed the legal capacity of all natural persons, the
genuineness of all signatures, the authenticity of original and certified
documents, the due authority of the parties signing such documents, and the
conformity to original or certified documents of all copies submitted to us as
conformed or reproduction copies.
In making
our examination of documents executed or to be executed by parties other than
the Company, we have assumed that such parties had or will have the power,
corporate or other, to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such documents and the
validity and binding effect thereof.
As to
questions of fact relevant to the opinions expressed herein, we have relied
without investigation upon, and assumed the accuracy of, certificates and oral
or written statements and other information of or from representatives of the
Company and others.
Based on
the foregoing, and subject to applicable state securities laws, when (i) the
Registration Statement and any required post-effective amendment thereto have
become effective under the Act; (ii) the Underwriting Agreement has been duly
executed and delivered; (iii) the Warrant Agreement has been duly executed and
delivered; (iv) the Units and Over-Allotment Units, are issued, sold and paid
for in the manner described in the Registration Statement and in the
Underwriting Agreement (and, as to the Warrant Shares, as provided in the
Warrant Agreement and the Warrants); (v) for certificated Shares, the Shares
have been duly executed by the Company, duly countersigned by an authorized
signatory of the registrar for the Shares, and duly delivered to the purchasers
thereof; and (vi) the Warrants have been duly executed by the Company,
countersigned by the warrant agent pursuant to the Warrant Agreement, and duly
delivered to the purchasers thereof, it is our opinion that (A) the issuance and
sale of the Units, Over-Allotment Units, Unit Warrants and Shares will have been
duly authorized; (B) the Units, Over-Allotment Units, Unit Warrants and Shares
will be validly issued, fully paid and non-assessable; and (C) the Unit
Warrants, if and when paid for in accordance with the terms of the Registration
Statement and the Underwriting Agreement, will be valid and binding obligations
of the Company, except as may be limited by bankruptcy, insolvency or other
similar laws affecting the rights and remedies of creditors in general and the
general principles of equity.
We
express no opinion as to the applicability of, compliance with, or effect of any
laws except the laws set forth in Chapter 78 of the Nevada Revised Statutes,
applicable provisions of the Nevada Constitution and reported judicial decisions
interpreting these laws and, as to the Warrants constituting legal obligations
of the Company, solely with respect to the laws of the State of
Nevada. We assume no obligation to supplement this letter if any
applicable laws change after the date of this letter with possible retroactive
effect, or if any facts or events occur or come to our attention after the date
of this letter that might change any of the opinions expressed
above.
We
consent to the filing of this legal opinion as an exhibit to the Registration
Statement, and we further consent to the use of our name under the headings
“Legal Matters” in the prospectus that forms a part of the Registration
Statement and “Legal Matters” in any prospectus supplement that will form a part
of the Registration Statement. In giving such consent, we do not
hereby concede 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 SEC thereunder. This opinion is furnished by us, as counsel to
the Company, in accordance with the requirements of Item 601(b)(5) of Regulation
S-K under the Securities Act and, except as provided in this paragraph, is not
to be used, circulated or quoted for any other purpose.
Very
truly yours,
SNELL
& WILMER L.L.P.
/s/ SNELL
& WILMER L.L.P.