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EXHIBIT 23.2
[GRAY CARY WARE & FREIDENRICH LETTERHEAD]
December 6, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Aastrom Biosciences, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
As counsel to Aastrom Biosciences, Inc., a Michigan corporation (the Company"),
in connection with the proposed offer and sale of those certain shares of the
Company's Common Stock, $0 par value, as set forth in the Registration Statement
on Form S-3 (the "Registration Statement"), we hereby consent to the use of our
name under the caption "Legal Matters" in the Registration Statement, including
the Prospectus constituting a part thereof, as originally filed or as
subsequently amended.
We hereby consent to the reference to our firm under the caption "Legal Matters"
in the Registration Statement and to the filing of this opinion as an exhibit to
the Registration Statement. Such consent does not constitute a consent under
Section 7 of the Act, since we have not certified any part of such Registration
Statement and do not otherwise come within the categories of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission promulgated thereunder.
Very truly yours,
/s/ Gray Cary Ware & Freidenrich LLP
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GRAY CARY WARE & FREIDENRICH LLP
