EX-5 3 ex5.htm EXHIBIT 5 ex5.htm

Exhibit 5

LAW OFFICES
LIPPENBERGER, THOMPSON, WELCH, SOROKO & GILBERT LLP
201 TAMAL VISTA BLVD.
CORTE MADERA, CA  94925
(415)  927-5200
 
FACSIMILE
RICHARD S. SOROKO
(415) 927-5210
 
email: rsoroko@LTWS.com
   
 
SAN FRANCISCO OFFICE
 
(415) 262-1200

May 14, 2010

Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549

 
Re:
BioTime, Inc.
Registration Statement on Form S-1

Ladies/Gentlemen:

We are counsel to BioTime, Inc. ("BioTime") in connection with the offer and sale of the following common shares, no par value (the “Shares”), and warrants to purchase Shares (the “Warrants”):  (a) 7,094,282 outstanding Shares being registered for the account of certain selling security holders, (b) 7,674,801 outstanding Warrants, including 3,936,997 Warrants being registered for the account of certain selling security holders, (c) 7,674,801 Shares issuable upon the exercise of outstanding Warrants, and (c) 125,000 Shares issuable upon the exercise of certain outstanding stock options (the “Options”).

The offer and sale of the Shares and Warrants is being registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 (the “Registration Statement”), which also relates to registration statements under file numbers 333-109442 and 333-128083.

We are of the opinion that:

1.           The outstanding Shares included in the Registration Statement are legally and validly issued and outstanding, fully paid and nonassessable, and the outstanding Warrants are legally and validly issued and outstanding and constitute binding obligations of BioTime, enforceable in accordance with their terms.

2.           When Shares are issued and sold upon the exercise of the Warrants in accordance with the terms of the Warrants and the Warrant Agreement governing the Warrants, the Shares so issued will be legally and validly issued and outstanding, fully paid and nonassessable.

 
 

 

Securities and Exchange Commission
May 14, 2010
Page 2

3.           When Shares are issued and sold upon the exercise of the Options in accordance with the terms of the Option Agreement governing the Options, the Shares so issued 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