Form S-1 Celularity Inc
- Wall Street mints big gains to end strong week
- JP Morgan's Kolanovic Predicts No Recession and Next Week's Rebalancing Could Drive Stocks Up 7%
- U.S. Supreme Court overturns Roe v. Wade, ends constitutional right to abortion
- FedEx (FDX) Gains on Solid FY23 Outlook, Analysts Mostly Bulled Up Into Next Week's Investors Day
- Get Ready for a 10% Rally in S&P 500
Get inside Wall Street with StreetInsider Premium. Claim your 1-week free trial here.
Goodwin Procter LLP
Three Embarcadero Center
San Francisco, CA 94111
+1 415 733 6000
May 24, 2022
|170 Park Avenue|
|Florham Park, NJ 07932|
Re: Securities Registered under Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-1 (as amended or supplemented, the Registration Statement) with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the Securities Act), relating to the registration by Celularity Inc., a Delaware corporation (the Company), of the offer and sale from time to time by the selling securityholder listed in the Registration Statement under Selling Securityholder of up to 8,108,110 shares of Class A common stock, par value $0.0001 per share (the Common Stock), of the Company, consisting of (a) 4,054,055 issued and outstanding shares of Common Stock (the Selling Securityholder Shares) and (b) 4,054,055 shares of Common Stock (the Warrant Shares) issuable upon the exercise of certain common stock purchase warrants (the Warrants).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company. For purposes of the opinion set forth in clause (ii), we have assumed that before the Warrant Shares are issued the Company does not issue shares of Common Stock or reduce the total number of shares of Common Stock that the Company is authorized to issue under its certificate of incorporation such that the number of unissued shares of Common Stock authorized under the Companys certificate of incorporation is less than the number of Warrant Shares.
The opinions set forth below are limited to the Delaware General Corporation Law.
Based on the foregoing, and subject to the additional qualifications set forth below, we are of the opinion that (i) the Selling Securityholder Shares have been duly authorized and validly issued and are fully paid and nonassessable and (ii) the Warrant Shares, when delivered and paid for upon exercise of the Warrants in accordance with the terms of the Warrants, will have been duly authorized and validly issued and will be fully paid and nonassessable.
This opinion letter and the opinions it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).
May 24, 2022
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption Legal Matters in the Registration Statement. In giving our consent, we do not 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 thereunder.
|Very truly yours,|
|/s/ Goodwin Procter LLP|
|GOODWIN PROCTER LLP|
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Registration Statement on Form S-1 of our report dated March 31, 2022, relating to the financial statements of Celularity Inc. We also consent to the reference to us under the heading Experts in such Registration Statement.
/s/ Deloitte & Touche LLP
May 24, 2022
Calculation of Filing Fee Tables
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
|Newly Registered Securities|
Fees to Be
|Equity||Shares of Class A common stock, par value 0.0001 per share (1)||457(c)||8,108,110(2)||$7.63(3)||$61,864,879.3||0.0000927||$5,734.87|
|Carry Forward Securities|
|Total Offering Amounts||$61,864,879.3||$5,734.87|
|Total Fees Previously Paid||$0|
|Total Fee Offsets||$0|
|Net Fee Due||$5,734.87|
In addition to the shares of Class A common stock set forth in this table, pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement also registers such indeterminate number of shares of Class A common stock as may become issuable after the date hereof as a result of stock splits or stock dividends.
Consists of (i) 4,054,055 shares of Class A common stock and (ii) 4,054,055 shares of Class A common stock issuable upon the exercise of certain warrants registered for sale by the selling securityholder named in this registration statement.
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) of the Securities Act, and based on the average of the high and low sale prices of the Registrants Class A common stock, as quoted on the Nasdaq Capital Market, on May 20, 2022.
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- UPDATE: H.C. Wainwright Starts Celularity (CELU) at Buy
- Teva Pharma (TEVA) Announces Positive Interim Results on AJOVY
- Hyzon Motors (HYZN) Collaborates with Schlumberger (SLB) for Decarbonizing
Create E-mail Alert Related CategoriesSEC Filings
Sign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!