Attached files
| file | filename |
|---|---|
| S-1/A - S-1/A - WRAP TECHNOLOGIES, INC. | wraps1am1.htm |
Exhibit
5.1
December
6, 2018
Wrap Technologies, Inc.
4620 Arville Street, Suite E
Las Vegas, Nevada 89103
Re: Registration
Statement on Form S-1
Ladies
and Gentlemen:
We have acted as legal counsel to Wrap
Technologies, Inc., a Delaware corporation (the
“Company”), in connection with its registration
statement on Form S-1, Registration No. 333-228579, (the
“Registration
Statement”), first filed
November 28, 2018 with the Securities and Exchange Commission (the
“Commission”), and amended on December 6, 2018,
relating to the proposed resale of up to 9,578,255 shares (the
“Shares”) of the Company’s common stock, par
value $0.0001 per share (“Common
Stock”), by the selling
stockholders identified in the Registration Statement (the
“Selling
Stockholders”). This
opinion letter is furnished to you at your request to enable you to
fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17
C.F.R. § 229.601(b)(5), in connection with the Registration
Statement.
As
the basis for the opinion hereinafter expressed, we have examined
such statutes, Company corporate records and documents,
certificates of Company and public officials, and other instruments
and documents as we deemed relevant or necessary for the purposes
of the opinion set forth below.
In
making our examination, we have assumed the legal capacity of all
natural persons, that all signatures on documents examined by us
are genuine, the authenticity of all documents submitted to us as
originals and the conformity with the original documents of all
documents submitted to us as certified, conformed or photostatic
copies. We have also assumed the accuracy and completeness of all
information provided to us by the Company during the course of our
investigations, on which we have relied in issuing the opinion
expressed below. We have relied upon a certificate and other
assurances of officers of the Company and others as to factual
matters without having independently verified such factual matters.
In connection with the opinion hereinafter expressed, we have
assumed that all of the Shares will be resold in the manner stated
in the prospectus forming a part of the Registration
Statement.
Based
on the foregoing and on such legal considerations as we deem
relevant, and subject to the qualifications, assumptions and
limitations stated herein and in reliance on the statements of fact
contained in the documents we have examined, we are of the opinion
that the Shares will be duly authorized, validly issued, fully paid
and nonassessable.
The
opinions expressed herein are with respect to, and limited to, the
corporate laws of the State of Delaware and the federal laws of the
United States, in each case as currently in effect, and we express
no opinion as to the effect of the laws of any other
jurisdiction.
We
hereby consent to the reference to us under the caption
“Legal Matters” in the prospectus forming a part of the
Registration Statement and to the filing of this opinion letter as
an exhibit to the Registration Statement, and any amendments
thereto. In giving this consent, we do not admit that we are
included in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Commission promulgated
thereunder.
Very
truly yours,
/s/ Disclosure Law Group
Disclosure
Law Group, a Professional Corporation