Attached files

file filename
EX-23.1 - EXHIBIT 23.1 - International Spirits & Beverage Group, Inc.ex_124550.htm
EX-10.4 - EXHIBIT 10.4 - International Spirits & Beverage Group, Inc.ex_124138.htm
EX-10.3 - EXHIBIT 10.3 - International Spirits & Beverage Group, Inc.ex_124137.htm
EX-10.2 - EXHIBIT 10.2 - International Spirits & Beverage Group, Inc.ex_124136.htm
EX-10.1 - EXHIBIT 10.1 - International Spirits & Beverage Group, Inc.ex_124135.htm
EX-4.4 - EXHIBIT 4.4 - International Spirits & Beverage Group, Inc.ex_124133.htm
S-1/A - FORM S-1/A - International Spirits & Beverage Group, Inc.isbg20180917_s1a.htm

 

Exhibit 5.1

 

Sonfield & Sonfield

A Professional Corporation

 

LEON SONFIELD (1865-1934)

GEORGE M. SONFIELD (1899-1967)

ROBERT L. SONFIELD (1893-1972)

____________________

 

FRANKLIN D. ROOSEVELT, JR. (1914-1988)

 

 

Attorneys at Law

 

2500 Wilcrest Drive, Suite 300

Houston, Texas 77042-2754

www.sonfield.com

 

Telecopier (713) 877-1547
____
Telephone (713) 877-8333

ROBERT L. SONFIELD, JR.

Managing Director

robert@sonfield.com

 

 

Jennifer Abney

Legal Assistant

jennifer@sonfield.com

 

 

 

September 17, 2018

 

International Spirits and Beverage Group, Inc.

8300 FM 1960 West, Suite 450

Houston, Texas 77070

 

Ladies and Gentlemen:

 

You have requested our opinion as counsel for International Spirits and Beverage Group. Inc., a Nevada corporation (the “Company”), in connection with the registration statement on Form S-1 (the “Registration Statement”), under the Securities Act of 1933 (the “Act”), relating to:

 

(i)     The public resale by stockholders of 507,059 shares of the Company's common stock, issued to Top Shelf Brands Holdings Corp. to be distributed to the stockholders of Top Shelf pursuant to the Distribution Agreement dated as of May 11, 2015 between the Company and Top Shelf.

 

(ii)     Public sale by the Company of 14,285,731 newly issued Shares of the Company’s Common.

 

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

 

In connection with this opinion, we have examined and relied upon the originals or copies of such documents, corporate records, and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including, without limitation, the following: (a) the articles of incorporation of the Company; (b) the bylaws of the Company; (c) the Agreements (d) the convertible promissory Note; and (e) the Registration Statement, including all exhibits thereto.

 

In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or electronic copies and the authenticity of the originals of such documents, and the accuracy and completeness of the corporate records made available to us by the Company. As to any facts material to the opinions expressed below, with your permission we have relied solely upon, without independent verification or investigation of the accuracy or completeness thereof, any certificates and oral or written statements and other information of or from public officials, officers or other representatives of the Company and others.

 

Based upon the foregoing, and in reliance thereon, we are of the opinion that the Shares have been duly authorized, and when sold pursuant to the terms described in the Registration Statement, will be legally issued, fully paid and non-assessable.

 

We express no opinion with respect to laws other than those of the Nevada Revised Statutes (including the statutory provisions, all applicable provisions of the Nevada Revised Statutes and reported judicial decisions interpreting the foregoing) and the federal laws of the United States of America, and we assume no responsibility as to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.

 

We hereby consent to the filing of this opinion as exhibit 5.1 to the Amended Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Amended Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K.

 

 

Very truly yours,

 

 

Sonfield & Sonfield