Attached files
| file | filename |
|---|---|
| EX-10.1 - FORM OF SECURITIES PURCHASE AGREEMENT - ChromaDex Corp. | ex10-1.htm |
| 8-K - FORM 8-K - ChromaDex Corp. | cdxc8k_june32016.htm |
Exhibit 5.1
June 6, 2016
ChromaDex Corporation
1005 Muirlands Blvd., Suite G
Irvine, CA, 92618
Re: ChromaDex Corporation
Ladies and Gentlemen:
We have acted as special counsel for ChromaDex Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing of the prospectus supplement, dated June 3, 2016 (the “Prospectus Supplement”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) of the rules and regulations of the Securities Act. The Company filed a Registration Statement on Form S-3, File No. 333-203204 (the “Registration Statement”) and the base prospectus included therein with the Commission on April 2, 2015 and amended on May 8, 2015. The base prospectus together with the prospectus supplement are collectively referred to as the “Prospectus”.
The Prospectus Supplement pertains to a registered direct offering (the “Offering”) by the Company of 1,117,022 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) pursuant to certain Securities Purchase Agreement entered into by and between the Company and the certain accredited investors (the “SPA”).
We understand that the Shares are to be sold, as described in the Registration Statement, the Prospectus and the Prospectus Supplement, pursuant to the SPA filed as Exhibit 10.1 to the Current Report on Form 8-K to which this opinion is attached as Exhibit 5.1.
In connection with this opinion, we have examined the Registration Statement, the Prospectus and the Prospectus Supplement. We also have examined such corporate records, certificates and other documents and such questions of law as we have considered necessary or appropriate for the purpose of this opinion. We have assumed: (A) the genuineness and authenticity of all documents submitted to us as originals and (B) the conformity to originals of all documents submitted to us as copies thereof. As to certain factual matters, we have relied upon certificates of officers of the Company and have not sought independently to verify such matters.
Based on the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that the issuance and sale of the Shares has been duly authorized and, when issued and sold in the manner described in the Registration Statement, the Prospectus and the Prospectus Supplement and in accordance with the terms and conditions of the SPA, the Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K dated June 6, 2016 and to the references to our firm therein and in the Prospectus and the Prospectus Supplement 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 thereunder.
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Very truly yours,
/s/ Sichenzia Ross Friedman Ference LLP
Sichenzia Ross Friedman Ference LLP
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