Attached files
| file | filename |
|---|---|
| S-1/A - INVO Bioscience, Inc. | invovbio-s1a122809.htm |
| EX-23.2 - INVO Bioscience, Inc. | ex23-2.htm |
| EX-23.1 - INVO Bioscience, Inc. | ex23-1.htm |
Exhibit
5.1
SHULMAN,
ROGERS, GANDAL, PORDY & ECKER, P.A.
December 28, 2009
Invo
BioScience, Inc.
Attn: Robert
Bowdring
100
Cummings Center, Suite 421E
Beverly,
Massachusetts 01915
Re: Registration Statement
on Form S-1
Dear
Ladies and Gentlemen,
We have
acted as special counsel to Invo Bioscience, Inc., a Nevada corporation (the
“Company”),
in connection with resale from time to time by AGS Capital Group, LLC (the
“Selling
Stockholder”) of up to 8,790,000 (the “Shares”)
of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”), to be issued and sold at the discretion of the Company to the
Selling Stockholder under a Reserve Equity Financing Agreement dated as of
October 28, 2009 (the “Agreement”).
The Shares are included in a registration statement on Form S–1 under the
Securities Act of 1933, as amended (the “Act”),
originally filed with the Securities and Exchange Commission (the “Commission”)
on December 21, 2009 (the “Registration
Statement”). This opinion is being furnished in connection with the
requirements of Item 601(b)(5) of Regulation S-K under the Act, and no
opinion is expressed herein as to any matter pertaining to the contents of the
Registration Statement or related Prospectus, other than as expressly stated
herein with respect to the issue of the Shares.
As such
counsel, we have examined such matters of fact and questions of law as we have
considered appropriate for purposes of this letter. With your consent, we have
relied upon certificates and other assurances of officers of the Company and
others as to factual matters without having independently verified such factual
matters.
Subject
to the foregoing and the other matters set forth herein, it is our opinion that,
as of the date hereof, the issue and sale of the Shares have been duly
authorized by all necessary corporate action of the Company, and upon issuance,
delivery and payment therefor in the manner contemplated by the Registration
Statement and the Agreement, will be validly issued, fully paid and
nonassessable.
This
opinion is for your benefit in connection with the Registration Statement and
may be relied upon by you and by persons entitled to rely upon it pursuant to
the applicable provisions of the Act. We consent to your filing this opinion as
an exhibit to the Registration Statement and to the reference to our firm in the
Prospectus under the heading “Validity of the Securities.” In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations
of the Commission thereunder.
Very
truly yours,
/s/ SHULMAN, ROGERS, GANDAL,
PORDY & ECKER, P.A.