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S-1 - PARKERVISION INCfp0036841_s1.htm
EX-23.1 - PARKERVISION INCfp0036841_ex231.htm

Exhibit 5.1

Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, N.Y. 10174-1901

(212) 818-8800

 

November 5, 2018

 

ParkerVision, Inc.

7915 Baymeadows Way, Suite 400

Jacksonville, Florida 32256

 

Re:Registration Statement

 

Ladies and Gentlemen:

 

Reference is made to the Registration Statement on Form S-1 (the “Registration Statement”) filed by ParkerVision, Inc. (the “Company”), a Florida corporation, under the Securities Act of 1933, as amended (the “Act”), with respect to an aggregate of 6,308,115 shares of common stock, par value $0.01 per share (“Common Stock”), to be offered for resale by the selling stockholders named therein (the “Selling Stockholders”), consisting of (i) up to 2,250,000 shares of Common Stock issuable upon conversion of convertible promissory notes issued to the Selling Stockholders pursuant to a securities purchase agreement dated September 10, 2018 (the “First Notes”), (ii) up to 745,615 shares of Common Stock issuable upon conversion of a convertible promissory note issued to the Selling Stockholders pursuant to a securities purchase agreement dated September 19, 2018 (the “Second Note”, and together with the First Notes, the “Notes”), and (iii) up to 3,419,355 shares of Common Stock issuable to the Selling Stockholders for the payment of interest from time to time on the Notes. The shares of Common Stock identified in clauses (a)(i), (a)(ii), and (a)(iii) are referred to collectively as the “Shares.”

 

We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company.

 

Based upon the foregoing, it is our opinion that:

 

1. The Shares have been duly authorized and, when issued upon conversion of the Notes or as payment of interest thereon, as applicable, in accordance with the terms of the Notes, will be legally issued, fully paid and non-assessable.

 

 

 

ParkerVision, Inc.

November 5, 2018

Page 2

 

In giving this opinion, we have assumed that all certificates for the Shares have been, or will be, duly executed on behalf of the Company by the duly authorized Company officers and/or the Company’s transfer agent and registered by the Company’s registrar, if necessary, and conform, or will conform, except as to denominations, to specimens which we have examined.

 

We are opining solely on applicable statutory provisions of Florida corporate law, including the rules and regulations underlying those provisions, all applicable provisions of the Florida Constitution and all applicable judicial and regulatory determinations.

 

We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your counsel, and to all references made to us in the Registration Statement and in the Prospectus forming a part thereof. In giving this 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 promulgated thereunder.

 

  Very truly yours,
   
  /s/ Graubard Miller