Attached files
| file | filename |
|---|---|
| EX-99.2 - PRESS RELEASE - NewAge, Inc. | nbev_ex992.htm |
| EX-99.1 - PRESS RELEASE - NewAge, Inc. | nbev_ex991.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - NewAge, Inc. | nbev_ex11.htm |
| 8-K - CURRENT REPORT - NewAge, Inc. | nbev_8k.htm |
Exhibit
5.1
|
New Age Beverages
Corporation
|
November 9, 2018
|
1700 E.
68th Avenue
Denver,
CO 80229
Re:
New Age Beverages Corporation
Ladies
and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the offer and sale by New Age Beverages
Corporation, a Washington corporation (the “Company”),
of 14,835,000 shares (the “Shares”) of the
Company’s common stock par value $0.001 per share (the
“Common Stock”), which amount includes 1,935,000 shares
of Common Stock that may be issued and sold by the Company to the
underwriters pursuant to their option to purchase additional
shares, pursuant to an underwriting agreement dated November 9,
2018 with Roth Capital Partners LLC
and A.G.P./Alliance Global Partners acting as representatives of
the several underwriters named on Schedule 1 thereto (the
“Underwriting Agreement”).
The
Shares will be issued pursuant to (i) the Company’s
registration statement on Form S-3 (File No. 333-219341) declared
effective by the Securities and Exchange Commission on October 16,
2017 under the Securities Act of 1933, as amended (the
“Securities Act”) and the prospectus dated October 16,
2017, included in such registration statement (the “Initial
Registration Statement”), (ii) the Company’s
registration statement on Form S-3 (Registration
No. 333-228289) filed and effective with the SEC pursuant to
Rule 462(b) under the Securities Act on November 9, 2018
(the “MEF” and together with the Initial Registration
Statement, the “Registration Statement”), (iii) a
preliminary prospectus supplement dated April 9, 2018 and a final
prospectus supplement dated April 10, 2018 (collectively, the
“Prospectus”).
We
have examined the Registration Statement, the Prospectus, the
Underwriting Agreement and other instruments, certificates, records
and documents, matters of fact and questions of law that we have
deemed necessary for the purposes of this opinion.
In
our examination of the foregoing and in rendering the opinion set
forth herein, we have assumed, without independent investigation or
verification: (i) the genuineness of all signatures on all
agreements, instruments, corporate records, certificates and other
documents submitted to us; (ii) the authenticity and
completeness of all agreements, instruments, corporate records,
certificates and other documents submitted to us as originals;
(iii) that all agreements, instruments, corporate records,
certificates and other documents submitted to us as certified,
electronic, facsimile, conformed, photostatic or other copies
conform to authentic originals thereof, and that such originals are
authentic and complete; (iv) the legal capacity and authority
of all persons or entities executing all agreements, instruments,
corporate records, certificates and other documents submitted to
us; (v) the due authorization, execution and delivery of all
agreements, instruments, certificates and other documents by all
parties thereto; (vi) that the statements contained in the
certificates and comparable documents of public officials, officers
and representatives of the Company and other persons on which we
have relied for the purposes of this opinion letter are true and
correct; and (vii) that the officers and directors of the
Company have properly exercised their fiduciary duties. As to all
questions of fact material to the opinion set forth herein and as
to
1185
Avenue of the Americas |
37th Floor
| New York, NY | 10036
T (212)
930 9700 | F (212) 930 9725
| WWW.SRF.LAW
the materiality of any fact or other matter referred to herein, we
have relied (without independent investigation) upon
representations and certificates or comparable documents of
officers and representatives of the Company.
Based
upon the foregoing, we are of the opinion that the Shares have been
duly authorized by all necessary corporate action on the part of
the Company and, when issued in accordance with the terms of the
Underwriting Agreement and the Registration Statement, the Shares
will be validly issued, and the Shares will be fully paid and
nonassessable.
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 inclusion of this opinion as an exhibit to
the Registration Statement and to the references to our firm
therein and in the Prospectus and the Prospectus Supplement under
the caption “Legal Matters.” In giving our
consent, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities
Act or the rules and regulations thereunder. This opinion
letter speaks as of the date hereof and we assume no obligation to
advise you or any other person with regard to any change in the
circumstances or the law that may bear on the matters set forth
herein after the date hereof, even though the change may affect the
legal analysis, a legal conclusion or other matters in this opinion
letter.
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.SRF.LAW