September
11, 2007
NeoStem,
Inc.
420
Lexington Avenue
Suite
450
New
York,
New York 10170
Dear
Ladies and Gentlemen:
We
have
acted as counsel to NeoStem, Inc., a Delaware corporation (the "Company"),
in
connection with its registration statement on Form S-3 (the "Registration
Statement") filed under the Securities Act of 1933, as amended (the "Act"),
relating to the registration for resale of (i) 37,432 shares of outstanding
common stock (the "Shares"); and (ii) 164,000 shares of Common Stock (the
"Warrant Shares") issuable upon exercise of outstanding warrants (the
"Warrants"), for an aggregate of 201,432 shares of common stock. The
Registration Statement is also a post-effective amendment with respect to
2,986,618 shares of common stock which are being carried forward from a
previously effective registration statement and amended by the Registration
Statement.
As
such
counsel, we have reviewed the corporate proceedings taken by the Company
with
respect to the authorization of the issuance of the Shares and Warrant Shares.
We have also examined and relied upon originals or copies of such corporate
records, documents, agreements or other instruments of the Company as we
have
deemed necessary to review. As to all matters of fact (including factual
conclusions and characterizations and descriptions of purpose, intention
or
other state of mind), we have entirely relied upon certifications of officers
of
the Company, and have assumed, without independent inquiry, the accuracy
of
those certifications.
We
have
assumed the genuineness of all signatures, the conformity to the originals
of
all documents reviewed by us as copies, the authenticity and completeness
of all
original documents reviewed by us in original or copy form and the legal
competence of each individual executing a document. We have also assumed
that
the registration requirements of the Act and all applicable requirements
of
state laws regulating the sale of securities will have been duly
satisfied.
Subject
to
the foregoing, we are of the opinion that (i) the Shares have been, and,
(ii)
the Warrant Shares, when sold, paid for, issued and delivered in accordance
with
the terms of the Warrants, will be, when the Registration Statement has become
effective under the Act, duly authorized, validly issued, fully paid and
non-assessable.
This
opinion is limited to the provisions of the Delaware General Corporation
Law.
We
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to this firm under the heading "Legal Matters"
in the Prospectus. 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.
Very
truly
yours,
/s/
Lowenstein Sandler PC