Attached files
file | filename |
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EX-23 - EXHIBIT 23 - Viewbix Inc. | exh_23.htm |
S-1/A - REGISTRATION STATEMENT ON FORM S-1/A - Viewbix Inc. | mrla_s1_a3.htm |
Exhibit 5.1
Thomas J. Craft, Jr., Esq.,
P.O. Box 4143
Tequesta FL 33469
Phone: 561-317-7036
December 2, 2015
Emerald Medical Applications Corp.
7 Imber Street,
Petah Tikva, 4951141, Israel
Re: Emerald Medical Applications Corp. f/k/a Zaxis International Inc.
Amendment to Registration Statement on Form S-1
File No. 333-206105
Board of Directors:
You have requested my opinion, as counsel, with respect to certain matters in
connection with the filing by Emerald Medical Applications Corp., f/k/a Zaxis
International Inc., a Delaware corporation (the "Registrant"), of an amendment
to a registration statement on Form S-1 (the "Registration Statement") with the
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended (the "Act"), including a related prospectus filed with the
Registration Statement (the "Prospectus"), covering the resale by selling
stockholders (the "Selling Stockholders") of 6,964,547 shares of the Company's
common stock, par value $0.0001 (the "Shares"), including Shares underlying
certain outstanding Class B Warrants, to be sold by the Selling Stockholders.
For the purpose of rendering my opinion herein, I have reviewed: (i) statutes of
the State of Delaware to the extent I deem relevant to the matters opined upon
herein; (ii) certified copies of the Company's Certificate of Incorporation and
all amendments thereto; (iii) the Company's Bylaws, as currently in effect as of
the date hereof; (iv) selected proceedings of the Company's board of directors
and certificates of the Company's officers; and (v) such other documents as I
have deemed necessary and relevant to the matter opined upon herein.
I have assumed the genuineness of all signatures, the conformity to authentic
original documents of the copies of all such documents submitted to me as
certified, conformed and photocopied, including the quoted, extracted, excerpted
and reprocessed text of such documents. I have not been engaged to examine, nor
have I examined, the Registration Statement for the purpose of determining the
accuracy or completeness of the information included therein or the compliance
and conformity thereof with the rules and regulations of the SEC or the
requirements of Form S-1, and I express no opinion with respect thereto.
My opinion is limited to matters of the laws of the State of Delaware and the
Delaware General Corporation Law and I do not express an opinion on the federal
law of the United States of America or the law of any state or jurisdiction
therein other than the State of Delaware, as specified herein.
On the basis of the foregoing, and in reliance thereon, I am of the opinion that
the Shares subject to resale by the Selling Stockholders pursuant to the
Registration Statement and the related Prospectus are validly issued, fully paid
and non-assessable Shares.
I consent to the use of my opinion as an exhibit to the Registration Statement
and to the reference thereto under the heading "Interests of Named Experts and
Counsel" in the Prospectus contained in the registration statement.
In giving the foregoing consents, I do not thereby admit that my firm comes
within the category of persons or entities whose consent is required under
Section 7 of the Act or the rules and regulations of the SEC promulgated
thereunder.
Sincerely,
By: /s/ Thomas J. Craft, Jr.
Thomas J. Craft, Jr. Esq.