OPINION
Published on April 27, 2010
EXHIBIT
5.1
OPINION
OF COUNSEL
Snell
& Wilmer L.L.P.
600 Anton
Boulevard
Suite
1400
Costa
Mesa, California 92626-7689
TELEPHONE:
(714) 427-7000
FACSIMILE:
(714) 427-7799
April 27,
2010
CryoPort,
Inc.
20382
Barents Sea Circle
Lake
Forest, California 92630
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Re:
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Registration
Statement on Form S-8
CryoPort,
Inc., Common Stock, $0.001 par value per
share
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Ladies
and Gentlemen:
We have
acted as special Nevada counsel to CryoPort, Inc., a Nevada corporation (the
“Company”), in
connection with its Registration Statement on Form S-8 (the “Registration
Statement”), to be filed with the Securities and Exchange Commission (the
“Commission”)
under the Securities Act of 1933, as amended (the “Securities Act”)
relating to an aggregate of 1,659,131 shares (collectively, the “Shares”) of common
stock of the Company, $0.001 par value per share (the “Common Stock”),
issuable as follows:
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(i)
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an
aggregate of 75,451 shares of Common Stock issuable to certain employees
and non-employee directors of and consultants to the Company upon exercise
of outstanding stock options granted under the Company’s 2002 Stock
Incentive Plan (the “2002
Plan”);
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|
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(ii)
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an
aggregate of 383,680 shares of Common Stock reserved for issuance upon the
exercise of stock options that may be granted under the 2002
Plan;
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|
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(iii)
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an
aggregate of 191,953 shares of Common Stock issuable to certain employees
and non-employee directors of and consultants to the Company upon exercise
of outstanding stock options granted under the Company’s 2009 Stock
Incentive Plan (the “2009 Plan” and
together with the 2002 Plan, the “Plans”);
and
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(iv)
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an
aggregate of 1,008,047 shares of Common Stock reserved for issuance
pursuant to future awards under the 2009
Plan.
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All
capitalized terms herein that are not otherwise defined shall have the meaning
ascribed thereto in the Registration Statement. In connection with
this opinion, we have examined and relied upon the Company’s Amended and
Restated Articles of Incorporation and Bylaws, each as amended and/or restated
to date; the Registration Statement; pertinent records of the meetings of the
directors and stockholders of the Company; and such corporate records of the
Company and such other instruments and other certificates of public officials,
officers and representatives of the Company and such other persons, and we have
made such investigations of law, as we have deemed appropriate as a basis for
the opinions expressed below. In addition, we have assumed and have
not independently verified the accuracy as to factual matters of each document
we have reviewed.
For
purposes of rendering this opinion, we have examined originals or copies
certified or otherwise identified to our satisfaction of the documents described
in the preceding paragraph and such other documents and records as we have
deemed appropriate. In conducting such examination, we have assumed
the genuineness of all signatures and the authenticity of all documents
submitted to us as originals and conformity to original documents of all
documents submitted to us as certified, photostatic or other copies, and the
legal competence of all signatories to such documents. As to
questions of fact
material to our
opinion, we have relied upon certificates of officers of the Company and of
public officials. It is understood that this opinion is to be used only in
connection with the filing of the Registration Statement. We are
opining only on the matters expressly set forth herein, and no opinion should be
inferred as to any other matter.
The law
covered by the opinions expressed herein is limited to the laws of the State of
Nevada. We express no opinion herein as to the laws of any state,
country or jurisdiction other than the laws of the State of
Nevada. This opinion letter is delivered as of its date and without
any undertaking to advise you of any changes of law or fact that occur after the
date of this opinion letter even though the changes may affect the legal
analysis, a legal conclusion or information confirmed in this opinion
letter.
We assume
that the appropriate action will be taken, prior to the offer and sale of the
Shares being issued under and in accordance with the Plans to register and
qualify such Shares for sale under all applicable state securities or “blue sky”
laws.
Based on
the foregoing, and the matters discussed below, after having given due regard to
such issues of law as we deemed relevant, we are of the opinion that the Shares
have been duly authorized for issuance and, when the Shares are issued and paid
for in accordance with the terms and conditions of the Plans, the Shares will be
validly issued, fully paid and nonassessable.
We are
furnishing this opinion to the Company solely in connection with the
Registration Statement, and it is understood that this opinion is to be used
only in connection with the offer and sale of the Shares while the Registration
Statement is in effect. This opinion may not be relied on by, nor
copies delivered to, any other person or entity without our prior written
consent. Notwithstanding the preceding sentence, we hereby consent to
the filing of this opinion as Exhibit 5.1 to the Registration Statement and to
the reference to our firm in the Registration Statement in the context of
issuing this opinion. In giving such consent, we do not hereby admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the Commission promulgated
thereunder.
Very
truly yours,
/s/ Snell
& Wilmer L.L.P.
Snell
& Wilmer L.L.P.