Attached files
| file | filename |
|---|---|
| EX-23.1 - CONSENT OF CHERRY BEKAERT LLP - SANUWAVE Health, Inc. | sanu_ex231.htm |
| S-1/A - AMENDMENT NO 7 - SANUWAVE Health, Inc. | sanu_s1a.htm |
September 14, 2018
Board
of Directors SANUWAVE Health, Inc.
3360
Martin Farm Road, Ste 100
Suwanee,
GA 30024
Re:
SANUWA VE
Health, Inc.IAmendment
No. 7
to
Registration Statement on Form S-1
Ladies
and Gentlemen:
We have acted as special Nevada counsel to SANUWA
VE 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"), Amendment No. 7 to its Registration
Statement on Form S I (File No. 333-213774) (the "Amendment")
covering the offer and sale ofup to 152,894,733 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 Amendment (the "Selling Stockholders") of70,445,212 issued and
outstanding shares of Common Stock (the "Secondary Shares"), (b)
resale, following issuance thereof to such warrantholders, of
78,955,687 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 3,493,834
shares of Common Stock reserved for issuance and issuable upon
exercise of ce1tain warrants held by ce1tain 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
Amendment.
This opinion letter is furnished to you at your
request to enable you
to fulfill the requirements of Item
60l(b)(5) of SEC Regulation S-K (12 C.F.R. §
229.60l(b)(5)).
In connection with this opinion, we have examined
originals or copies, ce1tified or otherwise identified to our
satisfaction, of: (i) the Amendment; (ii) the Articles of
Incorporation of the Company as filed with the Secretary of State
of Nevada on May 6, 2004, as amended by a Ce1tificate of Amendment
as filed with the Secretary of State of Nevada on November 5, 2009,
as amended by a Certificate of Amendment as filed with the
Secretary of State of Nevada on May 29, 2012, as amended by a
Certificate of Amendment as filed with
the Secretary of State of Nevada on September 8,
2015;
(iii) the
Bylaws of the Company; and (iv) certain resolutions of the Board of
Directors of the Company dated September 10, 2018. We also have
examined originals or copies, certified or otherwise identified to
our satisfaction, of such records of the Company and such
agreements, ce1tificates 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 fo1th
herein.
SANUWAVE
Health, Inc.
September
14, 2018
Page
2
In our examination 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, and
the conformity to original documents of all documents submitted to
us as facsimile, electronic, certified, or photostatic
copies . We have relied upon the accuracy and completeness
of the information, factual matters , representations, and warranties contained in such
documents . In our examination of documents, we have assumed
that the patties thereto, other than the Company, had the power,
corporate or other, to enter into and perform all obligations
thereunder, and, 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.
Based
upon and subject to the foregoing, we are of the opinion
that:
(1)
The
Secondary Shares have been duly authorized, are validly issued, and
are fully paid and nonassessable.
(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
disclaim any unde1taking to advise you of any 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 Amendment is
declared effective.
While certain members of this firm are admitted to
practice in ce1tain jurisdictions other than Nevada, in rendering
the foregoing opinions we have not examined the laws of any
jurisdiction other than Nevada. Accordingly, 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 or state securities
laws related to the issuance and sale of the
Securities.
We
hereby consent to the filing of this opinion as Exhibit 5.1 to the
Amendment, and we consent to the reference of our name under the
caption "Legal Matters" in the prospectus forming a pa1t of the
Amendment. 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,
HUTCHISON & STEFFEN , PLLC
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