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EXHIBIT 5
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OPINION RE LEGALITY
December 8, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Aastrom Biosciences, Inc. Registration Statement on Form S-8
Registering Shares Issuable Under the 1996 Outside Directors Stock
Option Plan and the Amended and Restated 1992 Incentive and Non-
Qualified Stock Option Plan
Ladies and Gentlemen:
As legal counsel for Aastrom Biosciences, Inc., a Michigan corporation
(the "Company"), we are rendering this opinion in connection with the
registration under the Securities Act of 1933, as amended, of up to 1,550,000
shares of the Common Stock, no par value, of the Company which may be issued
pursuant to options granted under the Aastrom Biosciences, Inc. 1996 Outside
Directors Stock Option Plan and the Amended and Restated 1992 Incentive and Non-
Qualified Stock Option Plan (collectively, the "Plans").
We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
Based on such examination, we are of the opinion that the 1,550,000
shares of Common Stock which may be issued under the Plans are duly authorized
shares of the Company's Common Stock, and, when issued against payment of the
purchase price therefor in accordance with the provisions of the Plans, will be
validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and the use of our name wherever it
appears in said Registration Statement.
Respectfully submitted,
/s/ Pepper Hamilton LLP
Pepper Hamilton LLP
