Attached files
| file | filename |
|---|---|
| S-1 - FORM S-1 - WEARABLE HEALTH SOLUTIONS, INC. | mdhi_s1.htm |
| EX-23.1 - EXHIBIT 23.1 - WEARABLE HEALTH SOLUTIONS, INC. | mdhi_s1ex23z1.htm |
Exhibit 5.1
April 8, 2016
Medical Alarm Concepts Holding, Inc.
200 W. Church Road, Suite B
King of Prussia, PA 19406
| Re: | Medical Alarm Concepts Holding Inc., Inc., Form S-1 Registration Statement |
Ladies and Gentlemen:
We refer to the above-captioned registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed by Medical Alarm Concepts Holding, Inc., a Nevada corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”).
The Registration Statement pertains to an offering by certain selling shareholders of the Company of up to 3,000,000 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”). The Registration Statement relates to (i) 1,611,110 shares issuable upon conversion of outstanding convertible notes; and (ii) 1,388,890 shares issuable upon conversion of 138,889 outstanding shares of Series C Preferred Stock. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the validity and proper issuance of the Shares.
We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.
| · | The Company was authorized to issue the shares of common stock held by the selling shareholders and such shares were validly issued and represent fully paid and non-assessable shares of the Company’s Common Stock, and |
| · | The Company has authorized the shares of common stock issuable upon the exercise of the notes and such shares will, when sold, be legally issued, fully paid and non-assessable. |
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under “Legal Matters” in the related prospectus. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission.
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Very truly yours,
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/S/ SICHENZIA ROSS FRIEDMAN FERENCE LLP
Sichenzia Ross Friedman Ference LLP |