Attached files
Exhibit 5.1
Horwitz + Armstrong
A Professional Law Corporation
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14
Orchard, Suite 200
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North
San Diego Office:
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Lake
Forest, California 92630
T:
(949) 540-6540
F:
(949) 540-6578
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804 N.
The Strand #9
Oceanside,
CA 92054
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September 18,
2018
GrowLife,
Inc.
5400 Carillon Point
Kirkland, WA 98033
(866) 781-5559
RE:
GrowLife,
Inc. - Registration Statement on Form
S-1
Ladies and Gentlemen:
We
have acted as counsel to GrowLife, Inc., a Delaware corporation
(the “Company”), in connection with the preparation and
filing with the Securities and Exchange Commission (the
“Commission”) pursuant to the Securities Act of 1933,
as amended (the “Securities Act”), and the rules and
regulations promulgated thereunder (the “Rules”), of a
registration statement on Form S-1 (No. 333-227171) (the
“Registration Statement”), including the prospectus
contained therein (the “Prospectus”) relating to the
distribution of nontransferable subscription rights (the
“Rights”) to its stockholders. Each Right reflects the
right of the holder to purchase, together for a single purchase
price, one share of the Company’s common stock, par value
$0.0001 per share (“Common Stock”) (such shares of
Common Stock underlying all of the Rights, the “Rights
Shares”) and two ½ warrants , consisting of one ½
warrant which will be exercisable for one share of our Common Stock
at an exercise price of $0.018 per share and one ½ warrant
exercisable for one share of our Common Stock at an exercise price
of $0.024 (collectively with all such warrants, the
“Warrants,” and such shares of Common Stock underlying
all of the Warrants, the “Warrant Shares”). The
aggregate Rights may be exercised for an aggregate amount of up to
$6,000,000.
In
our capacity as counsel to the Company, we have examined such
documents, records and instruments as we have deemed necessary for
the purposes of this opinion. As to matters of fact material to the
opinions expressed herein, we have relied on (a) information in
public authority documents (and all opinions based on public
authority documents are as of the date of such public authority
documents and not as of the date of this opinion letter), and (b)
factual information provided in certificates of officers of the
Company. We have not independently verified the facts so relied
on.
In
such examination, we have assumed the following without
investigation: (a) the authenticity of original documents and the
genuineness of all signatures; (b) the conformity to the originals
of all documents submitted to us as copies; and (c) the truth,
accuracy and completeness of the information, representations and
warranties contained in the records, documents, instruments and
certificates we have reviewed.
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Based upon the foregoing, it is our opinion that:
1.
When
the Rights have been issued and delivered as contemplated in the
Registration Statement, the Rights will be valid and
binding obligations of the Company.
2.
When
the Rights Shares have been issued and delivered upon exercise of
the Rights in accordance with the terms of the
Registration Statement against the receipt of requisite
consideration provided therein, and have been registered by
the registrar, the Rights Shares will be validly issued, fully paid
and non-assessable.
3.
When
the Warrants have been duly authorized, executed and delivered upon
exercise of the Rights in accordance with the terms of the
Registration Statement against the receipt of requisite
consideration provided for therein, the Warrants will be valid and
binding obligations of the Company.
4.
The
Warrant Shares, when issued and paid for in accordance with the
terms of the Warrants, will be validly issued, fully paid and
non-assessable.
The foregoing opinions are subject to the following exclusions and
qualifications:
(a) Our
opinions are as of the date hereof, and we have no responsibility
to update this opinion for events and circumstances occurring after
the date hereof or as to facts relating to prior events that are
subsequently brought to our attention. This opinion is limited to
the laws, including the rules and regulations, as in effect on the
date hereof, and we disavow any undertaking to advise you of any
changes in law.
(b) We
express no opinion as to enforceability of any right or obligation
to the extent such right or obligation is subject to and limited by
(i) the effect of bankruptcy, insolvency, reorganization,
receivership, conservatorship, arrangement, moratorium, fraudulent
transfer or other laws affecting or relating to the rights of
creditors generally; (ii) rules governing the availability of
specific performance, injunctive relief or other equitable remedies
and general principles of equity, regardless of whether arising
prior to or after the date hereof or considered in a proceeding in
equity or at law; or (iii) the effect of federal and state
securities laws and principles of public policy on the rights of
indemnity and contribution.
(c) With
respect to the Warrant Shares, we express no opinion to the extent
that, notwithstanding its current reservation of shares of the
Company’s common stock, par value $0.0001 per share
(“Common Stock”), future issuances of securities,
including the Warrant Shares, of the Company and/or adjustments to
outstanding securities, including the Warrants, of the Company may
cause the Warrants to be exercisable for more shares of Common
Stock than the number that remain authorized but unissued. Further,
we have assumed the exercise price for the Warrant Shares will not
be adjusted to an amount below the par value per share of the
Common Stock.
(d) We
do not express any opinions herein concerning any laws other than
the laws in their current forms of the State of Delaware and the
federal securities laws of the United States of America, and we
express no opinion with respect to the laws of any other
jurisdiction and expressly disclaim responsibility for advising you
as to the effect, if any, that the laws of any other jurisdiction
may have on the opinions set forth herein.
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We
hereby consent to the filing of this opinion as an exhibit to the
Company’s Registration Statement on Form S-1, as amended,
filed with the Commission on or about the date hereof, and to the
reference to our firm in the Prospectus relating thereto under the
heading “Legal Matters.” In giving this consent, we do
not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or
related Rules.
Sincerely,
/s/
Horwitz + Armstrong
Horwitz + Armstrong
A Professional
Law Corporation