Form S-1 Celularity Inc

May 25, 2022 6:11 AM EDT

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Exhibit 5.1

 

LOGO  

Goodwin Procter LLP

Three Embarcadero Center

San Francisco, CA 94111

 

goodwinlaw.com

+1 415 733 6000

 

  

May 24, 2022

Celularity Inc.   
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 Company’s 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).


Celularity Inc.

May 24, 2022

Page 2

 

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

Exhibit 23.1

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

Parsippany, NJ

May 24, 2022

Exhibit 107

Calculation of Filing Fee Tables

FORM S-1

(Form Type)

Celularity Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

                 
     Security
Type
 

Security

Class

Title

  Fee
Calculation
or Carry
Forward
Rule
  Amount
Registered
  Proposed
Maximum
Offering
Price Per
Unit
 

Maximum
Aggregate

Offering

Price

 

Fee

Rate

  Amount of
Registration
Fee
 
Newly Registered Securities
                 

Fees to Be

Paid

  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
                 

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

 

(1)

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.

(2)

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.

(3)

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 Registrant’s Class A common stock, as quoted on the Nasdaq Capital Market, on May 20, 2022.



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