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S-1 - S-1 - Superior Drilling Products, Inc.v450843_s1.htm
EX-23.1 - EXHIBIT 23.1 - Superior Drilling Products, Inc.v450843_ex23-1.htm

 

Exhibit 5.1

 

 

15 West South Temple
Suite 1200
Gateway Tower West
Salt Lake City, UT 84101

801.257.1900

801.257.1800 (Fax)

www.swlaw.com

Denver

Las Vegas

Los Angeles

Los Cabos

Orange County

Phoenix

RENO

Salt Lake City

Tucson

 

October 21, 2016

 

Superior Drilling Products, Inc.
P.O. Box 1656
Vernal, Utah 84078

 

Re:Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We have acted as special Utah counsel to Superior Drilling Products, Inc., a Utah corporation, formerly known as “SD Company, Inc.” (the “Company”), in connection with its Registration Statement on Form S-1 (the “Registration Statement”), to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the resale from time to time by certain selling stockholders of up to 700,000 shares of the Company’s Common Stock, par value $0.001 per share (the “Shares”), under the Registration Statement pursuant to Rule 415 promulgated under the Securities Act.

 

You have requested our opinion as to the matters set forth below in connection with the Registration Statement. For the purpose of rendering such opinion, we have made such factual and legal examinations as we deemed necessary under the circumstances, and in that connection we have examined, among other things, originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials, certificates of officers or other representatives of the Company, and other instruments and have made such inquiries as we have deemed appropriate for the purpose of rendering such opinion.

 

In our examination, we have assumed without independent verification (i) the legal capacity and competency of all natural persons, (ii) the genuineness of all signatures, (iii) the authenticity of all documents submitted to us as originals, and (iv) the conformity to original documents of all documents submitted to us as conformed or photostatic copies and the authenticity of the originals of such latter documents. As to any facts material to the opinion expressed herein which were not independently established or verified, we have relied upon oral or written statements and representations of officers or other representatives of the Company and others.

 

Snell & Wilmer is a member of LEX MUNDI, The Leading Association of Independent Law Firms.

 

 

 

 

 

Superior Drilling Products, Inc.

October 21, 2016

Page 2

 

On the basis of, and in reliance on, the foregoing examination and subject to the assumptions, exceptions, qualifications and limitations contained herein, we are of the opinion that the Shares are validly issued, fully paid and non-assessable.

 

The foregoing opinion is limited to the general corporation law of the State of Utah set forth in the Utah Revised Business Corporation Act, Utah Code Annotated, Section 16-10a-101 et. al., and we do not express any opinion herein concerning any other law. We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Utah, or as to federal or state laws regarding fraudulent transfers. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Utah, we do not express any opinion on such matter.

 

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion letter if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

 

We are furnishing this opinion letter to the Company solely in connection with the Registration Statement, and it is understood that this opinion letter is to be used only in connection with the resale of the Shares while the Registration Statement is in effect. We hereby 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” in the prospectus included as a part of the Registration Statement. In giving such consent, we do not hereby concede that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder

 

  Very truly yours,
   
  /s/ Snell & Wilmer, L.L.P.
   
  Snell & Wilmer, L.L.P.