Attached files
file | filename |
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S-1 - REGISTRATION STATEMENT - Lightwave Logic, Inc. | lwlg_s1.htm |
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - Lightwave Logic, Inc. | lwlg_ex23z1.htm |
EXHIBIT 5.1
Snell & Wilmer L.L.P.
50 W. Liberty Street, Suite 510
Reno, Nevada 89501-1961
775.785.5440
Thomas Burton, Jr.
775.785.5433
tburton@swlaw.com
February 12, 2016
Lightwave Logic, Inc.
1831 Lefthand Circle, Suite C
Longmont, Colorado 80501
Re:
Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as your counsel in connection with the registration statement on Form S-1 (the Registration Statement) filed by Lightwave Logic, Inc., a Nevada corporation (the Company), with the Securities and Exchange Commission under the Securities Act of 1933 (the Securities Act) for the registration of up to 12,955,136 shares of the Companys common stock, par value $0.001 per share, including (i) 3,977,568 shares of Company common stock previously issued to certain stockholders pursuant to a private placement (the Shares), (ii) 3,977,568 shares of Company common stock that are issuable upon the exercise of warrants held by such stockholders which were issued pursuant to the private placement, (the Warrant Shares), and (iii) 5,000,000 shares which have been or may be issued pursuant to a purchase agreement between Lincoln Park Capital Fund, LLC (Lincoln Park) and the Company, dated as of January 29, 2016 (the Lincoln Park Shares).
You have requested our opinion as to the matters set forth below in connection with the Registration Statement. For purposes of rendering this opinion, we have examined the Registration Statement, the Companys articles of incorporation, as amended, and bylaws, as amended, and the corporate action of the Company that provides for the issuance of the securities, and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinion, we have also relied on certificates made by officers of the Company. In rendering our opinion, in addition to the assumptions that are customary in opinion letters of this kind, we have assumed the genuineness of signatures on the documents we have examined, the conformity to authentic original documents of all documents submitted to us as copies, and that the Company will have sufficient authorized and unissued shares of common stock available with respect to any Warrant Shares or Lincoln Park Shares issued after the date of this letter. We have not verified any of these assumptions.
Lightwave Logic, Inc.
February 12, 2016
Page 2
This opinion is rendered as of the date of this letter and is limited to matters of Nevada corporate law, including applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws. We express no opinion as to the laws of any other state, the federal law of the United States, or the effect of any applicable federal or state securities laws.
Based upon and subject to the foregoing, it is our opinion that (i) the Shares are duly authorized for issuance, validly issued, fully paid and nonassessable, (ii) the Warrant Shares are duly authorized for issuance by the Company and, when issued and paid for as described in the Registration Statement, will be validly issued, fully paid, and nonassessable and (iii) the Lincoln Park Shares are duly authorized for issuance by the Company and, when issued and paid for as described in the Lincoln Park purchase agreement, will be validly issued, fully paid, and nonassessable .
We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm in the related Prospectus under the caption Legal Matters. In giving our consent we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations under such act.
| Very truly yours, |
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| /s/ Snell & Wilmer L.L.P. |
| Snell & Wilmer L.L.P. |