Attached files
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| S-1 - NUTRA PHARMA CORP | v205282_s1.htm |
| EX-23.1 - NUTRA PHARMA CORP | v205282_ex23-1.htm |
LAW
FIRM OF FREDERICK M. LEHRER, P. A.
200 North
Federal Highway, Suite 200
Boca
Raton, Florida 33486
Telephone:
(561) 210-8599
Facsimile:
(561) 210-8301
Email:
flehrer@securitiesattorney1.com
December
14, 2010
Nutra
Pharma Corp.
2776
University Drive
Coral
Springs, Florida 33065
Attn:
Board of Directors
Re: Nutra
Pharma Corp.
Gentlemen:
The Law
Firm of Frederick M. Lehrer, P. A. (the “Law Firm”) has acted as counsel to
Nutra Pharma Corp. (the “Company”), a California corporation, in the preparation
on a Registration Statement on Form S-1 (the “Registration Statement”) filed by
the Company with the Securities and Exchange Commission on December 14,
2010. The Registration Statement is being filed in accordance with
that certain Purchase Agreement between the Company and Lincoln Park Capital
Fund, LLC (“Lincoln Park”) dated as of November 8, 2010 (the “Agreement”) with
respect to 62,000,000 shares of common stock ($0.001 par value) to be registered
upon the Registration Statement, consisting of:
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1)
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1,666,667
purchase shares already issued to Lincoln
Park;
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2)
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1,666,667
shares issuable to Lincoln Park under the
Warrant;
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3)
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400,000
initial commitment shares already issued to Lincoln
Park:
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4)
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55,666,666
purchase shares issuable to Lincoln Park under the Purchase Agreement;
and
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5)
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2,600,000
additional commitment shares to be issued pro rata to Lincoln
Park
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In
connection with the filing of this Registration Statement, you have requested
that we furnish you with our opinion as to the legality of (i) such shares as
shall be offered by Lincoln Park pursuant to the Prospectus which is part of the
Registration Statement and (ii) such shares as shall be sold by the Company to
Lincoln Park in accordance with the Agreement for valid
consideration.
In so
acting, this Law Firm has examined and relied upon such
records, documents and other instruments as in this Law Firm’s judgment are
necessary or appropriate in order to express the opinion hereinafter set
forth and have assumed the genuineness of all signatures, the
authenticity of all documents submitted to the Law Firm as originals, and
the conformity to original documents of
all documents submitted to the Law Firm as certified or
photostatic copies. These documents include the Company’s
Certificate of Incorporation, Bylaws, minutes, Board resolutions, the financial
statements contained in the Prospectus and information and records provided by
the Company’s transfer agent. On the basis of the foregoing, we are
of the opinion that (i) the 62,000,000 shares of common stock issuable to
Lincoln Park will be, when issued and paid for in accordance with terms of the
Agreement, validly issued, duly authorized, fully paid and
non-assessable. Additionally, the 279,141,899 shares of common stock
currently outstanding and offered under the Prospectus are validly issued, duly
authorized, fully paid and non-assessable. This opinion is based upon the laws
of the state of California.
The Law
Firm hereby consents to the use of this opinion in the Prospectus discussion of
the opinion in and to being named in the “Expert” section of the Registration
Statement. The Law Firm also consents to the Reproduction of the opinion as
Exhibit 5 to the Registration Statement filed with the Commission. 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 of 1933 or the rules or regulations of the Securities and Exchange
Commission thereunder.
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Very
truly yours,
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The
Law Firm of Frederick M. Lehrer, P. A.
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/s/
Frederick M. Lehrer
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By:
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Frederick
M. Lehrer, Esquire
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Sole Director of The Law Firm of Frederick M. Lehrer, P.A.
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For
the Firm
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