Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - NewAge, Inc. | nbev_8k.htm |
| EX-1.1 - AT THE MARKET OFFERING AGREEMENT - NewAge, Inc. | nbev_ex11.htm |
Exhibit 5.1
September 24, 2018
New Age
Beverages Corporation
1700 E.
68th Avenue
Denver,
CO 80229
Re:
Securities Registered under Registration Statement on Form S-3
(File No. 333-219341)
Ladies
and Gentlemen:
You have requested
our opinion with respect to certain matters in connection with the
proposed offer and sale by New Age Beverages Corporation, a
Washington corporation (the “Company”), of up to an
aggregate of 50,00,000 shares of the Company’s common stock
(the “Placement Shares”), pursuant to a Registration
Statement on Form S-3 (File No. 333-219341) (the
“Registration Statement”), which was originally filed
under the Securities Act of 1933, as amended (the “Securities
Act”) with the Securities and Exchange Commission
(“SEC”) on July 18, 2017 and declared effective by the
SEC on October 16, 2017, the base prospectus contained in the
Registration Statement (the “Base Prospectus”), and the
prospectus supplement relating to the proposed offer and sale of
the Placement Shares filed with the SEC on September 24, 2018
pursuant to Rule 424(b) of the rules and regulations under the
Securities Act (the “Prospectus Supplement”, and
together with the Base Prospectus, the “Prospectus”).
We understand that the Placement Shares are proposed to be offered
and sold by the Company through Roth Capital Partners LLC (the
“Agent”) pursuant to an at the market offering
agreement by and between the Company and the Agent (the
“Offering Agreement”).
In
connection with the preparation of this opinion, we have examined
such documents and considered such questions of law as we have
deemed necessary or appropriate. We have assumed the authenticity
of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies thereof and
the genuineness of all signatures. As to questions of fact material
to our opinions, we have relied upon the certificates of certain
officers of the Company without independent investigation or
verification.
Based
on the foregoing, we are of the opinion that the Placement Shares
have been duly authorized and, when issued and sold in the manner
described in the Registration Statement, the Prospectus and the
Offering Agreement will be validly issued, fully paid and
non-assessable.
We
are members of the bar of the State of New York. We express no
opinion as to the laws of any jurisdiction other than the laws of
the State of New York, and the federal laws of the United States of
America. Insofar as the matters covered by this opinion may
be governed by the laws of other states we have assumed that such
laws are identical in all respects to the laws of the State of New
York.
We
hereby consent to the use of this opinion as Exhibit 5.1 to the
Company’s Current Report on Form 8-K filed with the SEC on
the date hereof, which is incorporated by reference into the
Registration Statement, and further consent to the reference to us
in the Registration Statement and any amendments thereto. In giving
such consent, we do not hereby admit that we are within the
category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations
thereunder.
1185 Avenue of the Americas
| 37th Floor | New York, NY | 10036
T (212) 930 9700 | F (212) 930 9725 | WWW.SRFKLLP.COM
This
opinion is intended solely for use in connection with the offer and
sale of the Placement Shares pursuant to the Registration Statement
and is not to be relied upon for any other purpose or delivered to
or relied upon by any other person without our prior written
consent. This opinion is rendered as of the date hereof and based
solely on our understanding of facts in existence as of such date
after the examination described in this opinion. We assume no
obligation to advise you of any fact, circumstance, event or change
in the law or the facts that may hereafter be brought to our
attention whether or not such occurrence would affect or modify the
opinions expressed herein.
Very
truly yours,
/s/
SICHENZIA ROSS FERENCE LLP
1185 Avenue of the Americas
| 37th Floor | New York, NY | 10036
T (212) 930 9700 | F (212) 930 9725 | WWW.SRFKLLP.COM