Attached files
Force Protection Video Equipment Corp.
October 11, 2016
Page 1
EXHIBIT 5.1
LAW OFFICES OF
ERIC P. LITTMAN, P.A.
7695 SW 104TH STREET
OFFICES AT PINECREST
SUITE 210
MIAMI, FL 33156
TELEPHONE : (305) 663-3333
FACSIMILE : (305) 668-0003
EMAIL : littmanlaw@gmail.com
SKYPE: ericplittman
October 11, 2016
Force Protection Video Equipment Corp.
140 Iowa Lane
Suite 101
Cary, NC 27511
Re:
Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to Force Protection Video Equipment Corp., a Florida corporation (the Company) in the preparation of a Registration Statement on Form S-1 (the Registration Statement) filed with the Securities and Exchange Commission (the Commission) on October 7, 2016, as amended, in connection with the registration for resale from time to time, on a continuous or delayed basis, by certain of the Companys security holder, of up to 38,281,250 shares (the Shares) of the Companys common stock, par value $0.0001 per share, issued or issuable pursuant to the Securities Purchase Agreement, dated September 1, 2016, (the Purchase Agreement) between the Company and RDW Capital, LLC, the selling security holder identified in the Registration Statement or its assigns.
For purposes of rendering this opinion, we have made such legal and factual examinations as we have deemed necessary under the circumstances and, as part of such examination, we have examined, among other things, originals and copies, certified or otherwise, identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate. For the purposes of such examination, we have assumed the genuineness of all signatures on original documents and the conformity to original documents of all copies submitted to us. We have relied, without independent investigation, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
On the basis of and in reliance upon the foregoing examination and assumptions, we are of the opinion that assuming the Registration Statement shall have become effective pursuant
Force Protection Video Equipment Corp.
October 11, 2016
Page 2
to the provisions of the Securities Act of 1933, as amended (the "Act"), the Shares, when issued by the Company against payment therefore (not less than par value) and in accordance with the Registration Statement and the provisions of the Purchase Agreement, and when duly registered on the books of the Company's transfer agent and registrar therefore in the name or on behalf of RDW Capital, LLC, or its assigns, will be validly issued, fully paid and nonassessable.
We express no opinion as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Florida, as currently in effect.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption "Legal Matters" in the prospectus constituting a part of the Registration Statement. This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. In giving this consent, we do not thereby 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.
Very truly yours,
/s/ Eric P. Littman
Eric P. Littman
EPL/ica