Published on December 20, 2007
Exhibit
5.1
S ICHENZIA R OSS F RIEDMAN F ERENCE LLP
61
BROADWAY, NEW YORK NY 10006
TEL
212 930 9700 FAX 212 930 9725 WEB WWW. SRFF.COM
December
20, 2007
VIA
ELECTRONIC TRANSMISSION
Securities
and Exchange Commission
450
Fifth
Street, N.W.
Washington,
DC 20549
Form
SB-2 Registration Statement
Ladies
and Gentlemen:
We
refer
to the above-captioned registration statement on Form SB-2 (the “Registration
Statement”) under the Securities Act of 1933, as amended (the “Act”), filed by
CryoPort, Inc., a Nevada corporation (the “Company”), with the Securities and
Exchange Commission in connection with the registration of up to 14,571,392
shares of the Company’s common stock.
We
have
examined the originals, photocopies, certified copies or other evidence of
such
records of the Company, certificates of officers of the Company and public
officials, and other documents as we have deemed relevant and necessary as
a
basis for the opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as certified copies or photocopies and the authenticity of
the
originals of such latter documents.
Based
on
our examination mentioned above, we are of the opinion that the securities
being
sold pursuant to the Registration Statement are duly authorized are, or will
be,
when issued in the manner described in the Registration Statement, legally
and
validly issued, fully paid and non-assessable under the laws of the State of
Nevada, including statutory provisions, all applicable provisions under the
Nevada state constitution, and reported judicial decisions interpreting those
laws.
We
hereby
consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to our firm under “Legal Matters” in the related
Prospectus. In giving the foregoing consent, we do not hereby admit that we
are
in the category of persons whose consent is required under Section 7 of the
Act,
or the rules and regulations of the Securities and Exchange
Commission.
/s/
SICHENZIA ROSS FRIEDMAN FERENCE LLP