a5489639ex5

September 11, 2007

NeoStem, Inc.

420 Lexington Avenue

Suite 450

New York, New York 10170

Dear Ladies and Gentlemen:

We have acted as counsel to NeoStem, Inc., a Delaware corporation (the "Company"), in connection with its registration statement on Form S-3 (the "Registration Statement") filed under the Securities Act of 1933, as amended (the "Act"), relating to the registration for resale of (i) 37,432 shares of outstanding common stock (the "Shares"); and (ii) 164,000 shares of Common Stock (the "Warrant Shares") issuable upon exercise of outstanding warrants (the "Warrants"), for an aggregate of 201,432 shares of common stock. The Registration Statement is also a post-effective amendment with respect to 2,986,618 shares of common stock which are being carried forward from a previously effective registration statement and amended by the Registration Statement.

As such counsel, we have reviewed the corporate proceedings taken by the Company with respect to the authorization of the issuance of the Shares and Warrant Shares. We have also examined and relied upon originals or copies of such corporate records, documents, agreements or other instruments of the Company as we have deemed necessary to review. As to all matters of fact (including factual conclusions and characterizations and descriptions of purpose, intention or other state of mind), we have entirely relied upon certifications of officers of the Company, and have assumed, without independent inquiry, the accuracy of those certifications.

We have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing a document. We have also assumed that the registration requirements of the Act and all applicable requirements of state laws regulating the sale of securities will have been duly satisfied.

Subject to the foregoing, we are of the opinion that (i) the Shares have been, and, (ii) the Warrant Shares, when sold, paid for, issued and delivered in accordance with the terms of the Warrants, will be, when the Registration Statement has become effective under the Act, duly authorized, validly issued, fully paid and non-assessable.

This opinion is limited to the provisions of the Delaware General Corporation Law.