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                                                                     EXHIBIT 1.1

                         [RODMAN & RENSHAW LETTERHEAD]


                                                                October 25, 2004



R. Douglas Armstrong, Ph.D.
Chief Executive Officer
Aastrom Biosciences, Inc.
24 Frank Lloyd Wright Drive
Ann Arbor, MI 48106


Dear Dr. Armstrong:


     The purpose of this letter agreement (the "Agreement") is to set forth the
terms and conditions pursuant to which Rodman & Renshaw, LLC ("R&R") shall
introduce Aastrom Biosciences, Inc. (the "Company") to one or more investors in
connection with the proposed offering (the "Offering") of securities (the
"Securities") of the Company. The terms of such Offering and the Securities
shall be mutually agreed upon by the Company and the investor(s). The identities
of the investors to which R&R introduces the Company shall be proprietary
information of R&R and shall not be divulged to third parties by the Company,
nor used by the Company outside the scope of R&R's engagement as described
herein.


     The parties hereto hereby agree that the Company shall pay to R&R the fees
and compensation set forth below if there is any financing of equity (including
without limitation the Offering) within 5 days of the date of this Agreement
specifically with any investors to whom the Company was provided a term sheet
through R&R and who participated in this offering, pursuant to this Agreement.


     In consideration of the services rendered by R&R under this Agreement, the
Company agrees to pay R&R the following fees and other compensation:


     (a) A cash fee payable immediately upon the closing of any portion of any
Financing (including without limitation the Offering) and equal to 6% of the
aggregate proceeds raised.


     (b) 6% Warrant Coverage (under the same terms as received by investors).


     (c) $15,000 expense allowance.


     This Agreement shall be governed by and construed in accordance with the
laws of the State of New York, without regard to conflicts of law principles.
Any dispute arising out of this Agreement shall be adjudicated in the courts of
the State of New York or in the federal courts sitting in the Southern District
of New York, and each of the parties hereto agrees that service of process upon
it by registered or certified mail at its address set forth herein shall be
deemed adequate and lawful. The Company shall indemnify R&R against any
liabilities arising under the Securities Act of 1933, as amended, attributable
to any information supplied or omitted to be




supplied to any investor by the Company pursuant to this Agreement. The Company
acknowledges and agrees that R&R is not and shall not be construed as a
fiduciary of the Company and shall have no duties or liabilities to the equity
holders or the creditors of the Company or any other person by virtue of this
Agreement or the retention of R&R hereunder, all of which are hereby expressly
waived.


     This Agreement constitutes the entire understanding and agreement between
the parties hereto with respect to its subject matter and there are no
agreements or understandings with respect to the subject matter hereof which are
not contained in this Agreement. This Agreement may be modified only in writing
signed by the party to be charged hereunder.


     If the foregoing correctly sets forth our agreement, please confirm this
by signing and returning to us the duplicate copy of this letter.


                                          Very truly yours,


                                          RODMAN & RENSHAW, LLC


                                          By: __________________________
                                              Name:
                                              Title:


Agreed to and accepted
as of the date first written above:



AASTROM BIOSCIENCES, INC.


By:  ____________________________
     Name:
     Title:

                                                                     EXHIBIT 5.1


    [DYKEMA GOSSETT PLLC LETTERHEAD]                     400 Renaissance Center
                                                         Detroit, Michigan 48243
                                                         WWW.DYKEMA.COM
                                                         Tel:  (313) 568-6800
                                                         Fax:  (313) 568-6658



October 28, 2004

Aastrom Biosciences, Inc.
Domino's Farms, Lobby L
24 Frank Lloyd Wright Drive
Ann Arbor, MI 48105

     Re: Prospectus Supplement to Registration Statement on Form S-3 (Reg. No.
333-108964)

Gentlemen:

     As special counsel to Aastrom Biosciences, Inc., a Michigan corporation
(the "Company"), we are rendering this opinion in connection with the filing
with the Securities and Exchange Commission (the "Commission") of a prospectus
supplement to the Company's registration statement on Form S-3, Reg. No.
333-108964 (the "Registration Statement"), under the Securities Act of 1933, as
amended (the "Act"). The Prospectus Supplement relates to (i) the issuance by
the Company of up to 8,264,463 shares of the Company's Common Stock (the
"Shares") and warrants to purchase up to 2,066,116 shares of the Company's
Common Stock (the "Warrants") pursuant to two Stock Purchase Agreements and a
related Letter Agreement, and (ii) the issuance of up to 2,564,984 shares of the
Company's Common Stock issuable upon the exercise of the Warrants and upon
exercise of certain warrants issued pursuant to the Letter Agreement
(collectively, the "Warrant Shares").

     In this connection, we have examined the Registration Statement (including
the exhibits thereto), the Prospectus Supplement, the Stock Purchase Agreements,
the Letter Agreement, the originals or copies, certified or otherwise identified
to our satisfaction, of the Restated Articles of Incorporation and the Bylaws of
the Company amended to date, resolutions of the Company's Board of Directors and
such other documents and corporate records relating to the Company and the
issuance and sale of the Shares, the Warrants, and the Warrants Shares, as we
have deemed appropriate.

     In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the conformity to original documents
of all photostatic and facsimile copies submitted to us, and the due execution
and delivery of all documents by any party where due execution and delivery are
a prerequisite to the effectiveness thereof. We have assumed the Stock Purchase
Agreements and the Letter Agreement are enforceable in accordance with their
respective terms. As to any facts material to the opinion expressed herein





[DYKEMA GOSSETT PLLC LETTERHEAD]

Aastrom Biosciences, Inc.
October 28, 2004
Page 2


that were not independently established or verified, we have relied upon
statements and representations of officers and other representatives of the
Company. We have assumed that payment and delivery of the Shares, the Warrants
and the Warrant Shares is made in accordance with the terms set forth in the
agreements and other documents relating to the issuance and sale of the Shares,
the Warrants, and the Warrant Shares and that the terms set forth in such
agreements and other documents are in accordance with the resolutions of the
Company's board of directors approving the issuance and sale of the Shares, the
Warrants and the Warrant Shares. In addition, we have assumed that the
certificates representing the Shares and the Warrant Shares will be duly
executed and delivered.

     On the basis of the foregoing, we are of the opinion that the Shares, the
Warrants and, when issued against payment of the exercise price therefor and in
accordance with the Warrants, the Warrant Shares will be duly authorized,
validly issued, fully paid, and non-assessable.

     The opinion expressed herein is based exclusively on the applicable
provisions of the Michigan Business Corporation Act as in effect on the date
hereof.

     We hereby consent to the reference to our firm under the caption "Legal
Matters" in the Prospectus Supplement and to the filing of this opinion as an
exhibit to the Registration Statement (through incorporation by reference from a
Current Report on Form 8-K). Such consent does not constitute a consent under
Section 7 of the Act, since we have not certified any part of such Registration
Statement and do not otherwise come within the categories of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission promulgated thereunder.

Very truly yours,

DYKEMA GOSSETT, PLLC