Attached files

file filename
S-1/A - AMENDMENT NO. 1 TO REGISTRATION STATEMENT - Longeveron Inc.ea134523-s1a1_longeveron.htm
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - Longeveron Inc.ea134523ex23-1_longeveron.htm
EX-10.14 - FORM OF INDEMNIFICATION AGREEMENT FOR OFFICERS AND DIRECTORS - Longeveron Inc.ea134523ex10-14_longeveron.htm
EX-10.13 - FORM OF LONGEVERON INC. 2021 INCENTIVE AWARD PLAN - Longeveron Inc.ea134523ex10-13_longeveron.htm
EX-4.2 - FORM OF UNDERWRITER WARRANTS - Longeveron Inc.ea134523ex4-2_longeveron.htm
EX-4.1 - SPECIMEN CLASS A COMMON STOCK CERTIFICATE EVIDENCING THE SHARES OF CLASS A COMMO - Longeveron Inc.ea134523ex4-1_longeveron.htm
EX-3.2 - FORM OF BYLAWS OF LONGEVERON INC., TO BE IN EFFECT UPON COMPLETION OF THE REGIST - Longeveron Inc.ea134523ex3-2_longeveron.htm
EX-3.1 - FORM OF CERTIFICATE OF INCORPORATION OF LONGEVERON INC., TO BE IN EFFECT UPON CO - Longeveron Inc.ea134523ex3-1_longeveron.htm
EX-2.2 - FORM OF CERTIFICATE OF CONVERSION OF LONGEVERON LLC - Longeveron Inc.ea134523ex2-2_longeveron.htm
EX-2.1 - FORM OF PLAN OF CONVERSION - Longeveron Inc.ea134523ex2-1_longeveron.htm
EX-1.1 - FORM OF UNDERWRITING AGREEMENT - Longeveron Inc.ea134523ex1-1_longeveron.htm

Exhibit 5.1

 

Brian S. North
215 665 3828
brian.north@bipc.com  
Two Liberty Place
50 S. 16th Street, Suite 3200
Philadelphia, PA 19102-2555
T 215 665 8700
F 215 665 8760  

 

February [*], 2021

 

Longeveron LLC

1951 NW 7th Avenue, Suite 520

Miami, Florida 33136

 

Re: Registration Statement No. 333-252234

[                    ] Shares of Class A Common Stock

 

Ladies and Gentlemen:

 

We have acted as special counsel to Longeveron, Inc., a Delaware corporation (the “Company”) to be formed upon the statutory conversion of Longeveron, LLC from a Delaware limited liability company into a Delaware corporation (the “Conversion”), in connection with the proposed issuance of up to $ of shares (including shares subject to the underwriters’ option to purchase additional shares) of Class A common stock, $0.001 par value per share (the “Shares”). The Shares are included in a registration statement on Form S–1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on January 9, 2021 (Registration No. 333–252234) (as amended, the “Registration Statement”). The term “Shares” shall include any additional shares of common stock registered by the Company pursuant to Rule 462(b) under the Act in connection with the offering contemplated by the Registration Statement. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.

 

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the Delaware General Corporation Law and we express no opinion with respect to any other laws.

 

 

 

 

February [*], 2021

Page - 2 -

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, following effectiveness of the Conversion, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in total numbers that do not exceed the total number of shares available under the Company’s certificate of incorporation and in the circumstances contemplated by the form of underwriting agreement or form of underwriter warrant most recently filed as an exhibits to the Registration Statement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the Delaware General Corporation Law.

 

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” We further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) with respect to the Shares. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,

 

Buchanan Ingersoll & Rooney PC

 

 

By:    
  Brian S. North, a Shareholder