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S-1/A - FORM S-1/A - VERUS INTERNATIONAL, INC.v371648_s1a.htm
EX-23.1 - EXHIBIT 23.1 - VERUS INTERNATIONAL, INC.v371648_ex23-1.htm

 

Exhibit 5.1

 

 

 

 

The Chrysler Building
405 Lexington Avenue, 26th Floor
New York, New York 10174
Telephone (212) 907-6457
Facsimile: (212) 208-4657

 

  March 17, 2014

 

The Board of Directors of RealBiz Media Group, Inc.
2690 Weston Road, Suite 200
Weston, Florida 33331

 

Re: Registration Statement on Form S-1

 

Gentlemen:

 

At your request, we have examined the Registration Statement on Form S-1 (the "Registration Statement") filed by RealBiz Media Group, Inc., a Delaware corporation (the "Company"), that is intended to register under the Securities Act of 1933, as amended (the "Securities Act"), 16,657,671 shares of the Company's common stock (the "Shares") consisting of 5,762,345 shares of common stock currently issued and outstanding and 10,104,826 shares of common stock issuable upon conversion of convertible preferred stock of Next 1 Interactive, Inc. (the “Convertible Shares”) .

 

We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies.

 

Based on the foregoing, we are of the opinion that under Delaware law, the Shares have been duly authorized and are validly issued, fully paid and non-assessable, and the Convertible Shares have been duly authorized and, when issued upon conversion, will be validly issued, fully paid and non-assessable.

 

We consent to the use of this opinion as an Exhibit to the Registration Statement and to the use of our name in the prospectus constituting a part thereof.

 

Very truly yours,

 

  /s/ Gracin & Marlow, LLP  
     
  Gracin & Marlow, LLP