Attached files
file | filename |
---|---|
EX-23.1 - CONSENTS OF EXPERTS AND COUNSEL - SANUWAVE Health, Inc. | sanu_ex231.htm |
S-1/A - S-1/A - SANUWAVE Health, Inc. | sanu_s1a.htm |
Exhibit 5.1
John C. Ethridge, Jr.
Direct Dial: 404-815-3634
Direct Fax: 404-685-6934
E-Mail: jethridge@sgrlaw.com
July 2,
2018
Board
of Directors
SANUWAVE
Health, Inc.
3360
Martin Farm Road, Ste 100
Suwanee,
GA 30024
Re:
SANUWAVE Health, Inc. –
Registration Statement on Form S-1 – Registration File No.
333-213774.
Ladies
and Gentlemen:
We have
acted as special counsel for SANUWAVE Health, Inc., a Nevada
corporation (the “Company”), in connection with the
preparation and filing with the United States Securities and
Exchange Commission (“SEC”), on or about the date
hereof, pursuant to the federal Securities Act of 1933, as amended
(the “Securities Act”), of the Company’s
above-referenced registration statement on Form S-1 (the
“Registration Statement”) covering the offer and sale
of up to 111,215,484 shares of the Company’s common stock,
$0.001 par value (“Common Stock”), consisting of (a)
offer and sale by selling stockholders listed in the Registration
Statement (the “Selling Stockholders”) of 52,086,297
issued and outstanding shares of Common Stock (the “Secondary
Shares”), (b) resale, following issuance thereof to such
warrantholders, of 56,331,353 shares of Common Stock reserved for
issuance and issuable upon the exercise of certain warrants by
certain Selling Stockholders and (c) resale, following issuance
thereof to such warrantholders, of 2,797,834 shares of Common Stock
reserved for issuance and issuable upon exercise of certain
warrants held by certain placement agents listed in the
Registration Statement (together with the shares in clause (b)
above, the “Warrant Shares”), all as more fully
described in the Registration Statement.
This
opinion letter is furnished to you at your request to enable you to
fulfill the requirements of Item 601(b)(5) of SEC Regulation S-K
(12 C.F.R. § 229.601(b)(5)).
Board of
Directors
July 2, 2018
Page 2
We have
examined such records, agreements, instruments and documents as we
have deemed relevant or necessary as the basis for the opinions
hereinafter expressed. In all such examinations, we have assumed
the legal capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents
submitted to us as facsimile, electronic, certified or photostatic
copies, and the authenticity of the originals of such
copies.
We do
not express any opinion as to any laws other than the corporate
laws of the State of Nevada, and we do not express any opinion as
to the effect of any other laws on the opinion stated
herein.
Based
upon and subject to the foregoing, we are of the opinion
that:
1.
The Secondary
Shares have been duly authorized, and are legally issued, fully
paid and non-assessable.
2.
The Warrant Shares
have been duly authorized for issuance and, when issued and paid
for in accordance with the provisions of the applicable Warrants,
including the payment of the exercise price therefor, the Warrant
Shares will be validly issued, fully paid and
non-assessable.
We
hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement and to the reference to this firm
under the caption “Legal Matters” in the prospectus
contained in the Registration Statement. In giving this 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 or regulations of the SEC thereunder.
Very
truly yours,
SMITH,
GAMBRELL & RUSSELL, LLP
By: /s/
John C. Ethridge,
Jr.
Name:
John C. Ethridge, Jr.
Title:
Partner