July 19, 2012
4320 Forest Park Avenue, Suite 100
St. Louis, Missouri 63108
Ladies and Gentlemen:
We have acted as special counsel to Stereotaxis, Inc., a Delaware corporation (the
Company), in connection with the offer and resale of 2,819,345 shares (the Shares) of common stock of the Company, par value $0.001 per share, pursuant to the Companys Registration Statement on Form S-1 (the
Registration Statement) filed by the Company with the Securities and Exchange Commission (the SEC) under the Securities Act of 1933, as amended (the Securities Act), on May 22, 2012, and amended by Pre-Effective
Amendment No. 1 thereto, filed on the date hereof, on behalf of the certain selling stockholders named therein. The Shares consist of (i) 2,168,727 shares of the Companys Common Stock (the Issued Shares) issued to certain
purchasers (collectively, the Purchasers) party to that certain Stock and Warrant Purchase Agreement (the Purchase Agreement), dated as of May 7, 2012, by and among the Company and such Purchasers identified and (ii)
650,618 shares of the Companys Common Stock (the Warrant Shares) issuable upon exercise of certain warrants (the Warrants) issued to the selling stockholders who are affiliates of the Franklin Templeton funds identified
in the prospectus that is part of the Registration Statement.
connection herewith, we have examined:
(1) the Amended and Restated Certificate of Incorporation of the Company;
(2) the Amended and Restated Bylaws of the Company;
(3) the Registration
(4) the Purchase Agreement.
We have also examined originals or copies, certified or otherwise identified to our
satisfaction, of such other corporate records, agreements and instruments of the Company, statements and certificates of public officials and officers of the Company, and such other documents, records and instruments, and we have made such legal and
factual inquiries as we have deemed necessary or appropriate as a basis for us to render the opinions hereinafter expressed. In our examination of the foregoing, we have assumed the genuineness of all signatures, the legal competence and capacity of
natural persons, the authenticity of documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies. When relevant facts were not independently established, we have relied
without independent investigation as to matters of fact upon statements of governmental officials and upon representations made in or pursuant to the certificates and statements of appropriate representatives of the Company.
In connection herewith, we have assumed that, other than with respect to the
Company, all of the documents referred to in this opinion letter have been duly authorized by, have been duly executed and delivered by, and constitute the valid, binding and enforceable obligations of, all of the parties to such documents, all of
the signatories to such documents have been duly authorized and all such parties are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents.