January 20, 2023
SeaStar Medical Holding Corporation
3513 Brighton Blvd., Suite 410
Denver, CO 80216
SeaStar Medical Holding Corporation (f/k/a LMF Acquisition Opportunities, Inc.) Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to SeaStar Medical Holding Corporation (f/k/a LMF Acquisition Opportunities, Inc.), a Delaware corporation (the Company), in connection with its filing on the date hereof of the Registration Statement on Form S-1 (the Registration Statement) under the Securities Act of 1933, as amended (the Act), with the Securities and Exchange Commission (the SEC).
The Registration Statement relates to the proposed resale by the selling securityholder identified in the Registration Statement (the Selling Securityholder), or its permitted transferees, of up to 218,842 shares (the Shares) of the Companys common stock, $0.0001 par value per share, of which (i)  shares (the Commitment Shares) have been issued to the Selling Securityholder and (ii) 6,500,000 shares (the Purchase Shares) are reserved for issuance pursuant to a purchase agreement between the Company and the Selling Securityholder, dated as of August 23, 2022 and amended as of November 9, 2022 (the Purchase Agreement).
In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the Third Amended and Restated Certificate of Incorporation, as amended through the date hereof (the Certificate), and the Amended and Restated Bylaws, as in effect on the date hereof (the Bylaws), of the Company, certain resolutions of the Companys Board of Directors relating to the Registration Statement, and such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein.
We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.
Morgan, Lewis & Bockius LLP
1400 Page Mill Road
|Palo Alto, CA 94304||+1.650.843.4000|
January 20, 2023
Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that: (i) the Commitment Shares are duly authorized and validly issued and are fully paid and non-assessable; and (ii) the Purchase Shares have been duly authorized and, when issued and delivered by the Company in the manner described in the Registration Statement and in accordance with the resolutions adopted by the Board of Directors of the Company, will be validly issued, fully paid and non-assessable.
We do not express any opinion with respect to the effect on the opinions stated herein of any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors rights generally, and the opinions stated herein are limited by such laws and by general principles of equity (regardless of whether enforcement is sought in equity or at law).
The opinions expressed herein are limited to the DGCL and the laws of the State of New York, and we express no opinion with respect to the laws of any other state or jurisdiction.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption Legal Matters in the prospectus included in the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the SEC thereunder.
[Signature Page Follows]
January 20, 2023
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP