Attached files
| file | filename |
|---|---|
| EX-23.1 - CONSENTS OF EXPERTS AND COUNSEL - MINIM, INC. | zmtp_ex231.htm |
| S-1 - REGISTRATION STATEMENT - MINIM, INC. | zmtp_s1.htm |
Exhibit
5.1
[Letterhead of Burns & Levinson
LLP]
December 8,
2016
Zoom
Telephonics, Inc.
99 High
Street
Boston,
Massachusetts 02110
|
|
Re:
|
Registration
Statement on Form S-1
|
Ladies
and Gentlemen:
We have
acted as counsel for Zoom Telephonics, Inc., a Delaware corporation
(the “Company”), in connection
with the preparation of the Registration Statement on Form S-1 (the
“Registration
Statement”), filed with the Securities and Exchange
Commission (the “Commission”) on December
8, 2016 under the Securities Act of 1933, as amended (the
“Securities
Act”), covering the offering for resale of 619,231
shares of the Company’s common stock, par value $0.01 per
share (the “Shares”) by the selling
stockholders named therein (the “Selling Stockholders”).
The Shares are issuable pursuant to Subscription Agreements, dated
as of October 24, 2016, by and between the Company and each Selling
Stockholder (the “Subscription
Agreements”), a form of which has been filed as an
exhibit to the Company's Current Report on Form 8-K filed on
October 26, 2016.
In
connection with this opinion, we have examined and relied upon the
Registration Statement, the Company’s Amended and Restated
Certificate of Incorporation, the Company’s By-Laws, the
Subscription and such instruments, documents, certificates and
records that we have deemed relevant and necessary for the basis of
our opinion hereinafter expressed. In such examination, we have
assumed: (i) the authenticity of original documents and the
genuineness of all signatures; (ii) the conformity to the originals
of all documents submitted to us as copies; (iii) the truth,
accuracy and completeness of the information, representations and
warranties contained in the records, documents, instruments and
certificates we have reviewed; and (iv) the due execution and
delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.
Based
upon the foregoing, and subject to the additional qualifications
set forth below, we are of the opinion that the Shares have been
duly authorized and validly issued and are fully paid and
non-assessable.
The
opinions expressed above are subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and other similar
laws of general application affecting the rights and remedies of
creditors and to general principles of equity.
Zoom
Telephonics, Inc.
December
8, 2016
Page
2
We
express no opinion herein as to the effect or applicability of the
laws of any jurisdiction other than the federal laws of the United
States of America and the General Corporation Law of the State of
Delaware (including all applicable provisions of the Delaware
constitution and reported judicial decisions interpreting the
General Corporation Law of the State of Delaware or the Delaware
constitution). This opinion is limited to the laws referred to
above as in effect on the date hereof. We undertake no obligation
to advise you as a result of developments occurring after the date
hereof or as a result of facts or circumstances brought to our
attention after the date hereof.
We
hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the use of our name
under the caption “Legal Matters” in the Registration
Statement and the prospectus that forms a part thereof. In giving
such consent, we do not hereby admit that we come within 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 or Item 509 of Regulation
S-K.
Very
truly yours,
/s/
Burns & Levinson
LLP
Burns & Levinson LLP