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EXHIBIT 5
June 5, 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 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 1,400,000 shares of the
Common Stock, no par value, of the Company which may be issued pursuant to
purchase rights and options granted under the Aastrom Biosciences, Inc., Amended
and Restated 1992 Incentive and Non-Qualified Stock Option Plan (the "Plan").
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 1,400,000 shares
of Common Stock which may be issued under the Plan 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 Plan, 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
