Attached files
file | filename |
---|---|
S-1/A - S-1/A - T3M INC. | a58133a3sv1za.htm |
EX-3.6 - EX-3.6 - T3M INC. | a58133a3exv3w6.htm |
EX-14.1 - EX-14.1 - T3M INC. | a58133a3exv14w1.htm |
EX-23.1 - EX-23.1 - T3M INC. | a58133a3exv23w1.htm |
EX-10.61 - EX-10.61 - T3M INC. | a58133a3exv10w61.htm |
Exhibit 5.1
April 6, 2011
Board of Directors
T3 Motion, Inc.
2990 Airway Avenue, Building A
Costa Mesa, CA 92626
T3 Motion, Inc.
2990 Airway Avenue, Building A
Costa Mesa, CA 92626
Re: Registration Statement on Form S-1 (File no. 333-171163)
Ladies and Gentlemen:
We have acted as counsel to T3 Motion Inc., a Delaware corporation (the Company), in
connection with the preparation and filing of a Registration Statement on Form S-1 (file no.
333-171163) (the Registration Statement) filed by the Company with United States Securities and
Exchange Commission under the Securities Act of 1933, as amended (Act). The Registration
Statement covers (i) 2,857,143 units (the Units) with each Unit consisting of one share of the
Companys common stock, par value $.001 per share (the Common Stock), one Class H warrant to
purchase one share of the Common Stock (the Class H Warrant) and one Class I warrant to purchase
one share of the Common Stock (the Class I Warrant), to the underwriters for whom Chardan Capital
Markets, LLC is acting as representative (the Underwriters), (ii) up to 428,571 Units which the
Underwriters will have a right to purchase from the Company to cover over-allotments, if any, (the
Over-Allotment Units), (iii) up to 142,857 Units (the Purchase Option Units) which Chardan
Capital Markets, LLC, acting as representative of the Underwriters will have the right to purchase
(the Purchase Option) for its own account or that of its designees, (iv) all shares of Common
Stock, all Class H Warrants and all Class I Warrants issued as part of the Units, Over-Allotment
Units, and Purchase Option Units, and (v) all shares of Common Stock issuable upon exercise of the
Class H Warrants included in the Units, Over-Allotment Units, and Purchase Option Units.
In rendering this opinion, we have examined: (i) the Certificate of Incorporation and By-laws
of the Company, each as presently in effect and to be in effect, and included as Exhibits 3.1
through 3.6, to the Registration Statement; (ii) resolutions of the Companys Board of Directors
authorizing the issuance of the Units, Over-Allotment Units, and Purchase Option Units and the
preparation and filing of the Registration Statement; (iii) the Registration Statement; (iv) draft
of the Warrant Agency Agreement and the Class H and I Warrant certificates (the Warrant
Documents); and (v) such statutory provisions, certificates and other documents as we have deemed
appropriate or necessary as a basis for the opinions hereinafter expressed. We have also examined
such other documents and considered such legal matters as we have deemed necessary and relevant as
the basis for the opinion set forth below. With respect to such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as reproduced or certified
copies, and the authenticity of the originals of those latter documents. As to questions of fact
material to this opinion, we have, to the extent deemed appropriate, relied upon certain
representations of certain officers and employees of the Company.
Based upon the foregoing, we are of the opinion that:
(i) The shares of Common Stock included in the Units, Over-Allotment Units, and Purchase
Option Units have been duly authorized and, when issued and sold in accordance with and in the
manner described in the prospectus set forth in the Registration Statement, will be duly
authorized, validly issued, fully paid and non-assessable. The shares of Common Stock issuable upon
exercise of the Class H and I Warrants included in the Units, Over-Allotment Units, and Purchase
Option Units have been duly and validly authorized and, to our knowledge, reserved for issuance
upon exercise of such Class H and I Warrants, and such shares of Common Stock, when so issued upon
exercise of the Class H and I Warrants and upon delivery by the purchaser of the consideration for
such shares, will be duly authorized, validly issued, fully paid and non-assessable.
(ii) The Class H and I Warrants, included in the Units, Over-Allotment Units, and Purchase
Option Units constitute legal, valid and binding obligations of the Company, enforceable against it
in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general application affecting enforcement of
creditors rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies, and (iii) to the extent
indemnification provisions contained such documents, if any, may be limited by applicable federal
or state law and consideration of public policy.
(iii) Each of the Units, Over-Allotment Units, and Purchase Option Units constitute legal,
valid and binding obligations of the Company, enforceable against it in accordance with its terms,
except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other
laws of general application affecting enforcement of creditors rights generally, (ii) as limited
by laws relating to the availability of specific performance, injunctive relief, or other equitable
remedies, and (iii) to the extent indemnification provisions contained such documents, if any, may
be limited by applicable federal or state law and consideration of public policy.
This opinion is limited to the Federal law of the United States, and the applicable statutory
provisions of General Corporation Law of the State of Delaware, including all applicable provisions
of the Delaware Constitution, and reported judicial decisions interpreting those laws and
provisions. We hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference made to this firm in the Registration Statement under the heading
Legal Matters.
This opinion is rendered pursuant to Item 601(b)(5)(i) of Regulation S-K under the Act and may
not be used or relied upon for any other purpose. This opinion is given as of the effective date of
the Registration Statement, and we assume no obligation to update or supplement the opinions
contained herein to reflect any facts or circumstances which may hereafter come to our attention,
or any changes in laws which may hereafter occur.
Very truly yours,
/s/ LKP Global Law LLP
LKP Global Law LLP