Attached files
file | filename |
---|---|
EX-10.46 - FORM OF REGISTRATION RIGHTS AGREEMENT - GUIDED THERAPEUTICS INC | gthp_ex1046.htm |
EX-23 - CONSENTS OF EXPERTS AND COUNSEL - GUIDED THERAPEUTICS INC | gthp_ex231.htm |
EX-10.45 - EQUITY FINANCING AGREEMENT - GUIDED THERAPEUTICS INC | gthp_ex1045.htm |
S-1 - REGISTRATION STATEMENT - GUIDED THERAPEUTICS INC | gthp_s1.htm |
Exhibit
5.1
OPINION AND CONSENT OF BRUNSON CHANDLER & JONES,
PLLC
June
11, 2018
5835 Peachtree Corners East
Suite D
Norcross, GA 03392
Re: Registration Statement on Form S-1 for Guided
Therapeutics, Inc., a Nevada corporation
Ladies
and Gentlemen:
We have
acted as counsel for Guided Therapeutics, Inc. (the
“Company”) in connection with the registration
of 70,000,000 shares of common stock of the Company (the
“Offering Shares”) to be issued to GHS
Investments, LLC, on the terms and conditions set forth in the
Company’s registration statement on Form S-1 being filed with
the United States Securities and Exchange Commission (the
“Registration Statement”).
In
rendering the opinion expressed below, we have assumed, with your
permission and without independent verification or
investigation:
1.
That all signatures on documents we have examined in
connection herewith are genuine and that all items submitted to us
as original are authentic and all items submitted to us as copies
conform with originals;
2.
Except for the documents stated herein, there are no
documents or agreements between the Company and/or any third
parties which would expand or otherwise modify the respective
rights and obligations of the parties as set forth in the documents
referred to herein or which would have an effect on the
opinion;
3.
That as to all factual matters, each of the representations
and warranties contained in the documents referred to herein is
true, accurate and complete in all material respects, and the
opinion expressed herein is given in reliance thereon.
We have
examined the Registration Statement and various other documents,
books, records, instruments and certificates of public officials,
directors, executive officers and agents of the Company, and have
made such investigations as we have deemed reasonable, necessary or
prudent under the circumstances. Also, in rendering this
opinion, we have reviewed various statutes and judicial precedent
as we have deemed relevant or necessary.
Based
on the foregoing, we are of the opinion that:
1. The
Company is a corporation duly organized and validly existing under
the laws of the State of Delaware.
2. The
Offering Shares covered by the Registration Statement to be sold
pursuant to the terms of the Registration Statement, when issued
upon receipt by the Company of the agreed-upon consideration
therefore, will be duly authorized, and, upon the sale thereof as
contemplated in the Registration Statement, will be duly
authorized, validly issued, fully paid and
non-assessable.
The
opinions set forth above are subject to the following exceptions,
limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect relating to or affecting the rights
and remedies of creditors; (ii) the effect of general principles of
equity, whether enforcement is considered in a proceeding in equity
or at law, and the discretion of the court before which any
proceeding therefor may be brought; and (iii) the unenforceability
under certain circumstances under law or court decisions of
provisions providing for the indemnification of or contribution to
a party with respect to a liability where such indemnification or
contribution is contrary to public policy. We expressly disclaim
any obligation to update our opinions herein, regardless of whether
changes in such facts or laws come to our attention after the date
hereof.
We
hereby consent to be named in the Prospectus forming Part I of the
aforesaid Registration Statement under the caption, “Interest
of Named Experts and Counsel,” and the filing of this opinion
as an exhibit to the Registration Statement.
Very
truly yours,
BRUNSON CHANDLER & JONES, PLLC