Attached files
| file | filename |
|---|---|
| S-1 - FORM S-1 - Code Rebel Corp | coderebel_s1.htm |
| EX-1.1 - FORM OF UNDERWRITING AGREEMENT. - Code Rebel Corp | ex1-1.htm |
| EX-23.2 - CONSENT OF LICHTER, YU AND ASSOCIATES, INC. - Code Rebel Corp | ex23-2.htm |
| EX-10.10 - FORM OF SUBSCRIPTION AGREEMENT FOR OFFERING. - Code Rebel Corp | ex10-10.htm |
Exhibit 5.1
March 27, 2015
Code Rebel Corporation
77 Ho’okele Street, Suite 102
Kahului, Hawaii 96732
Ladies and Gentlemen:
We are acting as counsel to Code Rebel Corporation, a Delaware corporation (the “Company”), in connection with (a) the Registration Statement on Form S-1, filed on March 27, 2015 (as it may be amended, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), covering 2,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), including an over-allotment option of up to 15% of the Shares, and (b) the Underwriting Agreement between the Company and Burnham Securities Inc., as representative of the several Underwriters, relating to the Shares (the “Underwriting Agreement”).
We have examined the originals, or certified, conformed or reproduction copies, of all such records, agreements, instruments and documents as we have deemed relevant or necessary as the basis for the opinion hereinafter expressed. In all such examinations, we have assumed the genuineness of all signatures on originals or certified copies and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to such opinion, we have relied upon, and assumed the accuracy of, certificates and oral or written statements and other information of or from public officials, officers or representatives of the Company, and others.
Based upon the foregoing, and the laws of the State of Delaware, we are of the opinion that the Shares, when issued, delivered and paid for in accordance with the terms of the Underwriting Agreement, will be legally issued, fully paid, non-assessable and binding obligations of the Company under the laws of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
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Very truly yours,
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/s/ Olshan Frome Wolosky LLP
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OLSHAN FROME WOLOSKY LLP
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