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Exhibit 5.1
THADDEUS FREEMAN
ATTORNEY AT LAW
8150 CYPRESS GARDEN COURT
LARGO, FL 33777
(727) 394-0133
BOARD CERTIFIED BUSINESS LITIGATION BOARD CERTIFIED CIVIL TRIAL
--FLORIDA BAR -- TEXAS BD. OF LEGAL SPEC.
June 15, 2000
CRYO-CELL International, Inc.
3165 McMullen Booth Road
Building #5
Clearwater, FL 33761
RE: CRYO-CELL International, Inc.; proposed registration statement for
Coleman Sudol agreement
At your request, I have reviewed the proposed form of "Registration
Statement which CRYO-CELL International, Inc. (the "Corporation") intends to
file with the Securities and Exchange Commission, Form S-8 (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 20,000 shares of the Corporation's Common Stock (the
"Stock") in relation to the Retainer Agreement (the "Agreement") between the
Corporation and Coleman, Sudol, LLP (the "Attorneys").
In rendering the following opinion, I have examined and relied only
upon the documents, certificates of officers and directors of, and
correspondence from the Corporation as are specifically described below. In my
examination, I have assumed the genuineness of all signatures, the authenticity,
accuracy and completeness of the documents, whether originals, copies, or
telecopies, submitted to me, and assumed that the copies and telecopies sent me
conform to their original counterparts. Moreover, I have assumed that the
Agreement has been or will be properly executed by the Corporation and the
Attorneys. My examination was limited to the provisions in the following
documents, and no others:
1. Certificate of Incorporation of CRYO-CELL International, Inc.
filed September 11, 1989, with the State of Delaware, Office
of Secretary of State, which authorizes the issuance of up to
7,500,000 shares of common stock of the said corporation.
2. Certificate of Amendment of CRYO-CELL International, Inc.
filed October 25, 1994, with the State of Delaware, Office of
Secretary of State, which authorizes the issuance of up to
500,000 preferred shares of stock and up to 15,000,000 common
shares of stock of the said corporation.
3. By Laws of CRYO-CELL International, Inc. dated September 11,
1989, which provide for the issuance of fractional shares, of
stock of said corporation by the Board of Directors once same
are fully paid and give the Board of Directors control and
management of the affairs, property, and interests of the said
corporation.
4. Agreement.
5. Unanimous Resolution of the Board of Directors of the
Corporation dated June 9, 2000, which provides for the
Corporation's filing of the Registration Agreement and
issuance of the shares as compensation for services rendered
by the Attorneys.
6. Fax memo from Jill M. Taymans, CFO, CRYO-CELL International,
inc. dated June 13, 2000, which states that the Corporation is
authorized to issue 15,000,000 shares and that there are
10,049,139 shares outstanding.
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I have not undertaken nor do I intend to undertake, any independent
investigation beyond such documents, records, and correspondence, or to verify
the adequacy or accuracy of such documents, records, and correspondence,
including all legal and/or factual statements in the Registration Statement.
Based on the foregoing, it is my opinion that the Stock to be issued
under the Agreement, subject to the effectiveness of the Registration Statement
and compliance with applicable "blue sky" laws when issued upon exercise of the
options granted under the Agreement, will be duly and validly authorized, fully
paid, and non-assessable.
I express no opinion as to compliance with the securities or "blue sky"
laws of any state in which the Stock is proposed to be offered and sold or as to
the effect, if any, which non compliance with such laws might have on the
validity of issuance of the Stock.
I consent to the filing of this opinion as an exhibit to any filing
made with the Securities and Exchange Commission. Other than as provided in the
preceding sentence, this opinion (I) is addressed solely to you, (ii) may not be
relied upon by any other party, (iii) covers only matters of Florida and federal
law and nothing in this opinion shall be deemed to imply any opinion related to
the laws of any other jurisdiction, (iv) may not be quoted or reproduced or
delivered by you to any other person, and (v) may not be relied upon for any
other purpose whatsoever. Nothing stated in this letter shall be deemed to
relate to or constitute an opinion concerning matters not specifically set forth
above. No other opinion, express or implied, is being rendered.
By giving you this opinion and consent, I do not admit that I am an
expert with respect to any part of the Registration Statement or Prospectus
within the meaning of the terms "expert" as used in Section 11 of the Securities
and Exchange Commission as promulgated under same.
The information set forth above is as of the date of this letter. I
disclaim any undertaking to advise you of changes, which may be brought to my
attention after the effective date of the Registration Statement.
/s/ THADDEUS FREEMAN
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Thaddeus Freeman
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