Attached files
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| S-1/A - AMENDMENT NO. 1 TO FORM S-1 - MetaStat, Inc. | mtsts1a_jan2017.htm |
Exhibit 5.1
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50 West Liberty
Street, Suite 1000, Reno, Nevada 89501-1950
Telephone: 775-323-1980 Fax:
775-323-2339
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3960 Howard
Hughes Parkway, Suite 500, Las Vegas, Nevada 89169
Telephone: 702-387-6073 Fax:
702-990-3564
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www.shermanhoward.com
December 30,
2016
MetaStat,
Inc.
27
Drydock Avenue
2nd
Floor
Boston,
Massachusetts 02210
Re:
MetaStat, Inc./Registration Statement on Form S-1
Ladies
and Gentlemen:
We have
acted as special Nevada counsel to MetaStat, Inc., a Nevada
corporation (the “Company”), in connection with the
registration by the Company of 5,834,422 shares (the
“Shares”) of its common stock, $0.0001 par value per
share (the “Common Stock”), to be sold by certain
stockholders of the Company (the “Selling
Stockholders”) under a Registration Statement on Form S-1, as
may be amended from time to time (the “Registration
Statement”) under the Securities Act of 1933, as amended (the
“Securities Act”), as filed with the Securities and
Exchange Commission (the “Commission”).
Of the
5,834,422 Shares subject to this opinion:
(a)
2,665,663 of such
Shares (the “Issued Shares”) are issued and
outstanding;
(b)
705,408 of such
Shares (the “Series A-2 Conversion Shares”) are
issuable upon conversion of outstanding shares of our Series A-2
Convertible Preferred Stock (the “Series A-2 Preferred
Stock”);
(c)
453,585 of such
Shares (the “Series B Conversion Shares”) are issuable
upon conversion of our outstanding shares of our Series B
Convertible Preferred Stock (the “Series B Preferred
Stock”); and
(d)
2,009,766 of such
Shares (the “Warrant Shares”) are issuable upon
exercise of outstanding warrants (“Warrants”).
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December
30, 2016
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Page
1
For
purposes of these opinions, we have examined originals or copies,
certified or otherwise identified to our satisfaction,
of:
(a)
Registration
Statement (File No. 333-215101);
(b)
Amended and
Restated Articles of Incorporation of the Company as filed with the
Secretary of State of Nevada on May 23, 2011 to be effective as of
May 25, 2011 (the “Amended and Restated Articles of
Incorporation”), as amended by the Articles of Merger of the
Company as filed with the Secretary of State of Nevada on March 28,
2012 (the “Articles of Merger”), by the Certificate
Designation of Preferences, Rights and Limitations of Series A
Convertible Preferred Stock as filed with the Secretary of State of
Nevada on June 30, 2014 (the “Series A Designation”),
and by the Certificate Designation of Preferences, Rights and
Limitations of Series B Convertible Preferred Stock as filed with
the Secretary of State of Nevada on December 31, 2014 as amended by
the First Amended and Restated Certificate of Designation of
Preferences, Rights and Limitations of Series B Convertible
Preferred Stock (the “Series B Designation” and
collectively with the Amended and Restated Articles of
Incorporation, the Articles of Merger, and the Series A
Designation, the “Articles”);
(c)
Bylaws of the
Company dated May 11, 2007;
(d)
A specimen
certificate representing the Shares; and
(e)
Certain resolutions
of the Board of Directors of the Company relating to (i) the
issuance of the Issued Shares, the Series A-2 Preferred Stock, the
Series A-2 Conversion Shares, the Series B Preferred Stock, the
Series B Conversion Shares, the Warrants, and the Warrant Shares,
(ii) the registration of the Shares under the Securities Act, and
(iii) such other matters as relevant.
We also
have examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and
such agreements, certificates of public officials, certificates of
officers or other representatives of the Company and others, and
such other documents, certificates, and records as we have deemed
necessary or appropriate as a basis for the opinions set forth
herein. We have relied upon the accuracy and completeness of the
information, factual matters, representations, and warranties
contained in such documents.
In our
examination we have assumed:
(a)
the legal capacity
of all natural persons executing the documents;
(b)
the
genuineness of all signatures on the documents;
(c)
the authenticity of
all documents submitted to us as originals, and the conformity to
original documents of all documents submitted to us as
copies;
(d)
that the parties to
such documents, other than the Company, had the power, corporate or
other, to enter into and perform all obligations thereunder;
and,
(e)
other than with
respect to the Company, the due authorization by all requisite
action, corporate or other, the execution and delivery by all
parties of the documents, and the validity and binding effect
thereof on such parties.
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December
30, 2016
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We have
also assumed that:
(a)
the persons
identified as officers of the Company are actually serving in such
capacity;
(b)
the certificates
representing the Shares will be properly executed by the
appropriate officers of the Company;
(c)
the certificates
representing the Shares will be properly executed by an authorized
officer of the transfer agent and registrar for the Common Stock
and registered by such transfer agent and registrar;
(d)
the Registration
Statement will be declared effective;
(e)
the Series A-2
Conversion Shares will be issued in accordance with the terms of
conversion of the Series A-2 Preferred Stock, that the Series B
Conversion Shares will be issued in accordance with the terms of
conversion of the Series B Preferred Stock, and that the Warrant
Shares will be issued in accordance with the terms of the
Warrants;
(f)
the Company will
keep reserved a sufficient number of shares of its Common Stock to
satisfy its obligations for issuances of the Series A-2 Conversion
Shares, the Series B Conversion Shares, and the Warrant Shares;
and
(g)
upon issuance of
any of the Series A-2 Conversion Shares, the Series B Conversion
Shares, and the Warrant Shares, (i) the total number of shares of
the Company’s Common Stock issued and outstanding will not
exceed the total number of shares of Common Stock that the Company
is then authorized to issue; and (ii) the Company will be in good
standing under the laws of the State of Nevada.
The
opinions set forth below are also subject to the further
qualification that the enforcement of any agreements or instruments
referenced herein and to which the Company is a party may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium, or other similar laws affecting creditors’ rights
generally and by general principles of equity (regardless of
whether enforceability is considered in a proceeding in equity or
at law).
Based
upon and subject to the foregoing, we are of the opinion
that:
(a)
the Issued Shares
have been duly authorized, were validly issued, and are fully paid
and non-assessable;
(b)
The Series
A-2 Conversion Shares have been duly authorized and, upon issuance,
will be validly issued, fully paid, and
non-assessable;
(c)
The Series B
Conversion Shares have been duly authorized and, upon issuance,
will be validly issued, fully paid, and non-assessable;
and
(d)
The Warrant Shares
have been duly authorized and, upon issuance, will be validly
issued, fully paid, and non-assessable.
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December
30, 2016
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The
opinions expressed herein are limited to the matters specifically
set forth herein and no other opinion shall be inferred beyond the
matters expressly stated. We disclaim any undertaking to advise you
of any subsequent changes in the facts stated or assumed herein or
any changes in applicable law that may come to our attention
subsequent to the date the Registration Statement is declared
effective.
The
opinions we express herein are limited to matters involving the
laws of the State of Nevada (excluding securities laws). We express
no opinion regarding the effect of the laws of any other
jurisdiction or state, including any federal securities laws
related to the issuance and sale of the Shares.
We
hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and we consent to the reference of our name
under the caption “Legal Matters” in the Prospectus
forming a part of the Registration Statement. In giving the
foregoing consent, we do not hereby 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 of the Commission
thereunder.
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Very
truly yours,
/s/
Sherman & Howard L.L.C.
SHERMAN
& HOWARD L.L.C.
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