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S-1/A - S-1/A - Sensus Healthcare, Inc.v432666_s1a.htm
EX-1.1 - EXHIBIT 1.1 - Sensus Healthcare, Inc.v432666_ex1-1.htm
EX-3.2 - EXHIBIT 3.2 - Sensus Healthcare, Inc.v432666_ex3-2.htm
EX-14.1 - EXHIBIT 14.1 - Sensus Healthcare, Inc.v432666_ex14-1.htm
EX-23.1 - EXHIBIT 23.1 - Sensus Healthcare, Inc.v432666_ex23-1.htm
EX-10.5 - EXHIBIT 10.5 - Sensus Healthcare, Inc.v432666_ex10-5.htm
EX-10.14 - EXHIBIT 10.14 - Sensus Healthcare, Inc.v432666_ex10-14.htm
EX-10.15 - EXHIBIT 10.15 - Sensus Healthcare, Inc.v432666_ex10-15.htm

Exhibit 5.1

 

March   , 2016

 

Sensus Healthcare, Inc.

851 Broken Sound Pkwy., NW #215

Boca Raton, Florida 33487

 

Re: Sensus Healthcare, Inc. – Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We have acted as counsel to Sensus Healthcare, Inc., a Delaware corporation (the “Registrant”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of a registration statement on Form S-1 originally filed with the Commission on February 10, 2016, as thereafter amended by Amendment No. 1 to the registration statement on Form S-1 on March , 2016 (as so amended, the “Registration Statement”), registering the proposed issuance and sale by the Registrant of (i) up to [●] shares of the Registrant’s common stock, $0.01 par value per share (“Common Stock”), and (ii) up to [●] additional shares of Common Stock proposed to be issued and sold pursuant to an over-allotment option (collectively, the “Public Securities”) granted by the Registrant to the several underwriters (the “Underwriters”) named in Schedule I to the underwriting agreement to be entered into by and among the Registrant and the Underwriters (the “Underwriting Agreement”). Following the effectiveness of the Registration Statement, it is our understanding that the Registrant intends to sell the Public Securities to the Underwriters pursuant to the Underwriting Agreement.

 

We do not express any opinion herein as to the effect of any laws other than the provisions of the Delaware General Corporation Law (the “DGCL”) that are applicable to our opinion set forth below. Except as described above, we have neither examined nor do we express any opinion with respect to Delaware law. Without limiting the foregoing, we express no opinion on Delaware contracts law or on general principals of equity, considerations of public policy, judicial discretion or other considerations which may affect the application of the DGCL to specific facts.

 

Documents Reviewed

 

In rendering the following opinion, as to various questions of fact material to our opinion, we have (except to the extent otherwise expressly stated herein) relied solely on the examination of originals or copies, certified or otherwise identified to our satisfaction of the following documents (collectively, the “Documents”) and upon the accuracy of the statements, representations and warranties made in the following documents, and we have made no independent investigation or inquiry with respect to such factual matters:

 

 

 

 

Sensus Healthcare, Inc.

March    , 2016

Page 2 of 3

 

A.The Registration Statement;

 

B.An Officer’s Certificate furnished to us by Joseph C. Sardano, President and Chief Executive Officer of the Registrant, dated as of the date of this opinion letter;

 

C.A copy of the Registrant’s Amended and Restated Certificate of Incorporation, as amended to date, as filed with the Commission as Exhibit 3.1 to the Registration Statement on Form S-1 (filed 2/10/16) (No. 333-209451);

 

D.A copy of the Registrant’s Bylaws, as amended to date, as filed with the Commission as Exhibit 3.2 to Amendment No. 1 to Registration Statement on Form S-1 (filed 3/[●]/16) (No. 333-209451);

 

E.The Underwriting Agreement;

 

F.A copy of the resolutions of the Registrant’s Board of Directors, dated as of [●], 2016, relating to the authorization and approval of the issuance of the Public Securities pursuant to the Registration Statement; and

 

G.A form of Common Stock certificate.

 

We have made no investigation or review of any matters relating to the Registrant or any other person other than as expressly stated herein. Without limiting the foregoing and with your consent, (i) we have made no examination or investigation to verify the accuracy or completeness of any financial, accounting, statistical or other similar information set forth in the Registration Statement or in any of the other Documents, or with respect to any other accounting or financial matter and accounts, and express no opinion with respect thereto; (ii) we have not verified whether or not all of the steps in the organization, the chain of elections of officers or directors, the issuances and transfers of shares or share certificates, or the adoption of or amendments to the certificate of incorporation or the bylaws of the Registrant, or comparable matters applicable at the time of or since the formation of the Registrant, were performed in accordance with applicable law in effect when such actions were taken (and/or were taken in a regular and continuous manner), and we have relied on the presumption of regularity and continuity of such steps in rendering our opinion set forth in this opinion letter; and (iii) we have not conducted a search or investigation of the records, files or indices of any court or governmental authority for litigation, action, suits, proceedings, orders, judgments, decrees, filings, arbitrations, or otherwise.

 

Opinion

 

Based upon and subject to the foregoing, and subject to the limitations, qualifications and assumptions set forth in this opinion letter, as of the date hereof, we are of the opinion that when (i) the Registration Statement, as finally amended, has become effective under the Securities Act; (ii) an appropriate prospectus, as finally amended, with respect to the applicable Public Securities has been prepared, delivered and filed in compliance with the Securities Act and the applicable rules and regulations promulgated thereunder; and (iii) the Public Securities have been issued, delivered and paid for in accordance with the terms and conditions set forth in the Underwriting Agreement, as described in the Registration Statement, the Public Securities will be validly issued, fully paid and nonassessable.

 

 

 

 

Sensus Healthcare, Inc.

March    , 2016

Page 3 of 3

 

Nothing contained in this opinion letter shall be deemed to be an opinion other than as set forth in the immediately preceding paragraph.

 

Limitations and Qualifications

 

Our opinion set forth in this opinion letter is based upon the facts in existence and the laws, statutes, rules, regulations and judicial decisions (collectively, “Laws”) in effect on the date hereof, and we expressly disclaim any obligation to update our opinion herein, regardless of whether changes in such facts or Laws come to our attention after the delivery hereof.

 

The opinion set forth in this opinion letter is limited to matters expressly set forth herein and no opinion is to be implied or may be inferred beyond the matters expressly stated herein. We have assumed no obligation to advise you beyond the opinion specifically expressed herein. Except as provided in the next paragraph, this opinion letter may not be disclosed, quoted, filed with a governmental agency or otherwise referred to without our written consent.

 

We hereby consent to the filing of this opinion letter with the Commission as Exhibit 5.1 to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act and to the use of our name therein and in the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

  Respectfully submitted,
   
  GUNSTER, YOAKLEY & STEWART, P.A.

 

DCS/JTJ/GLS