Attached files
| file | filename |
|---|---|
| S-1/A - SharedLabs, Inc | forms-1a.htm |
| EX-23.2 - SharedLabs, Inc | ex23-2.htm |
| EX-4.1 - SharedLabs, Inc | ex4-1.htm |
| EX-1.1 - SharedLabs, Inc | ex1-1.htm |
September 24 , 2018
SharedLABS, Inc.
6 E Bay St., 4th Fl.
Jacksonville, FL 3220
Re: Form S-1 Registration Statement (File No. 333-224954)
Ladies and Gentlemen:
We are acting as counsel for SharedLABS, Inc., a Delaware corporation (the “Company”), in connection with the above-captioned registration statement on Form S-1 (the “Registration Statement”), as amended from time to time, relating to the registration under the Securities Act of 1933 (the “Act”) of an aggregate of up to 2,875,000 shares (the “Shares”) of the Company’s common stock, par value $.0001 per share (the “Common Stock”), all of which are authorized but heretofore unissued shares to be offered and sold by the Company (including shares subject to the underwriters’ over-allotment option).
The Shares are to be sold by the Company pursuant to an underwriting agreement (the “Underwriting Agreement”) entered into by and between the Company and ThinkEquity, a division of Fordham Financial Management, Inc. (the “Representative”), the form of which has been filed as Exhibit 1.1 to the Registration Statement. The Company is also registering warrants to purchase shares of Common Stock to be issued to the Representative (the “Representative’s Warrant”) as well as an aggregate of up to 125,000 shares of Common Stock issuable upon exercise of the Representative’s Warrant (the “Representative’s Warrant Shares”).
The Company is also registering 1,137,250 shares of Common Stock underlying warrants issued to certain investors listed in the Registration Statement (the “Warrant Shares”).
We have reviewed and are familiar with such corporate proceedings and other matters as we have deemed necessary for the opinions expressed in this letter. In connection with this opinion, we have assumed the accuracy and completeness of all agreements, documents, records, certificates and other materials submitted to us, the conformity with the originals of all such materials submitted to us as copies (whether or not certified and including facsimiles), the authenticity of the originals of such materials and all materials submitted to us as originals, the genuineness of all signatures and the legal capacity of all natural persons.
1185 Avenue of the Americas | 37th Floor | New York, NY | 10036
T (212) 930 9700 | F (212) 930 9725 | WWW.SRFKLLP.COM
Based upon the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that:
| (1) | The Shares to be offered and sold have been duly authorized and, when issued and sold by the Company in the manner described in the Registration Statement, will be validly issued, fully paid and non - assessable; | |
| (2) | The Representative’s Warrants and Warrant Shares have been duly authorized and, upon execution, issuance and delivery thereof and payment therefor as described in the Registration Statement and the Underwriting Agreement, will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms; and | |
| (3) | The Representative’s Warrant Shares and Warrant Shares, when issued and sold in accordance with and in the manner described in the Registration Statement, will be validly issued, fully paid and non - assessable. |
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under “Legal Matters” in the related Prospectus. 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 Act, or the rules and regulations of the Securities and Exchange Commission.
| Very truly yours, | |
| /s/ Sichenzia Ross Ference LLP | |
| 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