EX-5 4 0004.txt OPINION OF COUNSEL EXHIBIT 5 LAW OFFICES LIPPENBERGER, THOMPSON, WELCH, SOROKO & GILBERT LLP 250 MONTGOMERY STREET SUITE 500 SAN FRANCISCO, CA 94104-3401 (415) 421-5300 FACSIMILE (415) 421-0225 August 15, 2000 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: BioTime, Inc. Registration Statement on Form S-3 Ladies/Gentlemen: We are counsel to BioTime, Inc. (the "Company") in connection with the offer and sale of up to 622,548 Common Shares (the "Shares") issuable upon the exercise of certain warrants (the "Warrants"). The Warrants and Shares are being registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3. We are of the opinion that the Warrants are legally and validly issued and outstanding and constitute binding obligations of BioTime, enforceable in accordance with their terms. We are also of the opinion that when the Shares are issued and sold upon the exercise of the Warrants, in accordance with the terms and provisions of the Warrants, the Shares will be legally and validly issued and outstanding, fully paid and nonassessable. The foregoing opinion is limited to the laws of the State of California and the Federal laws of the United States of America. We hereby consent to the use of our opinion in the Registration Statement. Very truly yours, Lippenberger, Thompson, Welch, Soroko & Gilbert LLP