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EX-23.2 - CONSENT OF KENNE RUAN CPA, P.C - I-ON Digital Corp.fs12016a2ex23ii_evansbrewing.htm
EX-23.1 - CONSENT OF ANTON ? CHIA, LLP - I-ON Digital Corp.fs12016a2ex23i_evansbrewing.htm
S-1/A - AMENDMENT NO. 2 TO FORM S-1/A - I-ON Digital Corp.fs12016a2_evansbrewing.htm

EXHIBIT 5.1

 

October 21, 2016

 

Evans Brewing Company, Inc. 

3815 S. Main Street

Santa Ana, CA 92707

 

Re: Registration Statement on Form S-1 for the Resale of up to 425,000 Shares of Common Stock

 

Ladies and Gentlemen:

 

We have acted as counsel to Evans Brewing Company, Inc., a Delaware corporation (the “Company”), in connection with a registration statement on Form S–1 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the resale from time to time, by the selling stockholder named in the Registration Statement, of up to 425,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, issuable to Kodiak Capital Group pursuant to an equity financing facility (the “Equity Line”) established by the terms of the Amended and Restated Equity Purchase Agreement dated September 16, 2016 (the “Purchase Agreement”).

 

We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purposes of our opinions set forth below. In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute, deliver and perform such agreements or instruments, that such agreements or instruments have been duly authorized by all requisite action (corporate or otherwise), executed and delivered by such parties and that such agreements or instruments are the valid, binding and enforceable obligations of such parties. As to questions of fact material to our opinions, we have relied upon certificates of officers of the Company and of public officials.

 

Based upon the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery thereof in accordance with the terms of the Purchase Agreement, will be validly issued, fully-paid and non-assessable.

 

Our opinion expressed above is limited to the Delaware General Corporation Law, and we express no opinion with respect to the applicability of any other laws.

 

This opinion is being furnished in accordance with the requirements of Item 16 of Form S-1 and Item 601(b)(5)(i) of Regulation S-K.

 

We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” contained in the prospectus constituting part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K.

 

This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Equity Line, the Purchase Agreement, or the Shares described above.

 

  Very truly yours,
   
  /s/ DORSEY & WHITNEY LLP