View:
May 6,
2010
via:
edgar and fedex
Division
of Corporation Finance
Mail Stop
3561
Washington,
DC 20549-7010
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Re:
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NeoStem,
Inc.
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Registration
Statement on Form S-3
Filed
April 19, 2010
File
No. 333-166169
On behalf
of NeoStem, Inc. (the “Company”), we are responding to the comments contained in
the letter, dated May 6, 2010 (the “Comment Letter”), from John Reynolds,
Assistant Director, of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) regarding the Company’s Registration Statement on
Form S-3 (Registration No. 333-166169) (the “Registration
Statement”).
For ease
of reference, set forth in bold below is the comment to the Registration
Statement, as reflected in the Comment Letter. The Company’s
supplemental response is set forth below the comment.
The
Company has authorized this firm to respond to the Comment Letter as
follows:
Part II
Exhibits
Exhibit 5.1 Legality
Opinion
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1.
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We
note that the legality opinion is rendered as of April 19, 2010 and that
your legal counsel has assumed no obligation to advise you of changes in
law or fact (or the effect thereof on the opinions expressed
therein). Further, we note that certain assumptions have been
made as to the future issuance of the securities covered by the
opinion. Please confirm that in connection with each takedown
of securities you will file an amended legality opinion as an exhibit to
the registration statement. Such amended legality opinion would
be rendered as of the time of effectiveness of such takedown and would
eliminate assumptions currently in the opinion, among other
charges.
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Response: We
confirm that in connection with each takedown of securities, we will file an
amended legality opinion as an exhibit. Such amended legality opinion
would be rendered as of the time of the effectiveness of such takedown and would
eliminate assumptions currently in the opinion, among other changes appropriate
to the particular takedown.
*****
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Securities
and Exchange Commission
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May
6, 2010
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Page
2
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This will
confirm that the Company understands that:
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·
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should
the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from
taking any action with respect to the
filing;
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·
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the
action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company
from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and
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·
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the
Company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United
States.
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If you
have any questions with respect to the foregoing, please feel free to call me at
973-597-2564.
Very
truly yours,
/s/ Alan
Wovsaniker
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AW:
mb
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cc:
Catherine M. Vaczy, Esq.
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