Attached files
| file | filename |
|---|---|
| 8-K - EnSync, Inc. | v207283_8k.htm |
| EX-10.1 - EnSync, Inc. | v207283_ex10-1.htm |
| EX-10.2 - EnSync, Inc. | v207283_ex10-2.htm |
EXHIBIT 5
January
4, 2011
ZBB
Energy Corporation
N93
W14475 Whittaker Way
Menomonee
Falls, WI 53051
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RE:
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Registration
Statement on Form S-3 Filed by ZBB Energy
Corporation
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Gentlemen:
We have
acted as special counsel to ZBB Energy Corporation, a Wisconsin corporation (the
“Company”), in connection with the issuance and sale by the Company of 504,630
shares (the “Shares”) of the Company’s common stock, $0.01 par value per share
(“Common Stock”). In accordance with the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder, the Company has
prepared and filed with the Securities and Exchange Commission (the “SEC”) a
Registration Statement on Form S-3 (Registration No. 333-156941) (the
“Registration Statement”), including a base prospectus (the “Base Prospectus”)
and a prospectus supplement dated January 3, 2011 relating to the
Shares. The Shares will be issued and sold pursuant to the terms of a
Stock Purchase Agreement dated as of January 3, 2011 (the “Purchase Agreement”)
between the Company and the investor party thereto.
In our
capacity as special counsel to the Company in connection with the registration
of the Shares, we have examined: (i) the Registration Statement, the Base
Prospectus and the Prospectus Supplement; (ii) the Company’s amended articles of
incorporation and by-laws; (iii) certain resolutions of the Company’s board of
directors; (iv) the Purchase Agreement; and (v) such other proceedings,
documents and records as we have deemed necessary or advisable for purposes of
this opinion.
In our
examination of such documents, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the accuracy and
completeness of all documents submitted to us, the authenticity of all original
documents, and the conformity to authentic original documents of all documents
submitted to us as copies. As to all matters of fact, we have relied
on the representations and warranties and statements of fact made in the
documents so reviewed, and we have not independently established the facts so
relied on.
ZBB
Energy Corporation
January
4, 2011
Page
2
Based on
the foregoing and subject to the limitations, qualifications and assumptions set
forth herein, we are of the opinion that the Shares have been duly authorized,
and when issued and sold in accordance with the terms of the Purchase Agreement,
will be validly issued, fully paid and non-assessable.
The
foregoing opinion is limited to the laws of the United States and the State of
Wisconsin, including the statutory provisions, all applicable provisions of the
Constitution of the State of Wisconsin and reported judicial decisions
interpreting these laws, each as in effect as of the date hereof, and no opinion
is expressed with respect to such laws as subsequently amended, or any other
laws, or any effect that such amended or other laws may have on the opinion
expressed herein. The foregoing opinion is limited to the matters
stated herein, and no opinion is implied or may be inferred beyond the matters
expressly stated herein. The foregoing opinion is given as of the
date hereof, and we undertake no obligation to advise you of any changes in
applicable laws after the date hereof or of any facts that might change the
opinion expressed herein that we may become aware of after the date
hereof.
We
consent to the filing of this opinion as an exhibit to the Company’s Current
Report on Form 8-K dated January 4, 2011, which is incorporated by reference in
the Registration Statement, and to the reference to us under the heading “Legal
Matters” in the Base Prospectus and the Prospectus Supplement. In
giving this consent, we do not admit that we are experts within the meaning of
Section 11 of the Securities Act, or within the category of persons whose
consent is required to be given under Section 7 of the Securities
Act.
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Very
truly yours,
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GODFREY
& KAHN, S.C.
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