<PAGE>
Exhibit 5.1
December 29, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Aastrom Biosciences, Inc. amended Registration
Statement on Form S-3
File No.: 333-51350
Gentlemen:
We have acted as special counsel to Aastrom Biosciences, Inc., a Michigan
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of an amended
registration statement filed with the SEC on December 29, 2000 (the
"Registration Statement") of the Company on Form S-3 under the Securities Act of
1933, as amended (the "Act"). The Registration Statement relates to the proposed
issuance by the Company of shares of the Company's Common Stock (the "Shares")
covered by the Registration Statement.
In this connection, we have examined the Registration Statement, including the
exhibits thereto, the originals or copies, certified or otherwise identified to
our satisfaction, of the Articles of Incorporation and the By-Laws of the
Company amended to date, resolutions of the Company's Board of Directors and
such other documents and corporate records relating to the Company, and the
issuance and sale of the Company's common stock as we have deemed appropriate.
The opinion expressed herein is based exclusively on the applicable provisions
of the Michigan Business Corporation Act as in effect on the date hereof.
On the basis of the foregoing, we are of the opinion that the Shares, assuming
payment made in accordance with a duly authorized prospectus supplement or
amendment, will be, duly authorized, validly issued, fully paid, and non-
assessable.
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,
PEPPER HAMILTON LLP
By: /s/ Michael B. Staebler
_______________________
Michael B. Staebler
