Attached files

file filename
EX-23.2 - EX-23.2 RBSM CONSENT - Staffing 360 Solutions, Inc.staf-ex232_320.htm
EX-23.1 - EX-23.1 BDO CONSENT - Staffing 360 Solutions, Inc.staf-ex231_321.htm
EX-10.100 - EX-10.100 FIRST AMENDMENT TO 2016 OMNIBUS INCENTIVE PLAN - Staffing 360 Solutions, Inc.staf-ex10100_83.htm
EX-10.99 - EX-10.99 - Staffing 360 Solutions, Inc.staf-ex1099_62.htm
EX-10.98 - EX-10.98 - Staffing 360 Solutions, Inc.staf-ex1098_64.htm
EX-10.97 - EX-10.97 - Staffing 360 Solutions, Inc.staf-ex1097_163.htm
S-1/A - S-1/A - Staffing 360 Solutions, Inc.staf-s1a.htm

 

Exhibit 5.1 and 23.3

January 31, 2019

 

Staffing 360 Solutions, Inc.

641 Lexington Avenue, Suite 2701

New York, New York 10022

 

Re:Staffing 360 Solutions, Inc.

Registration Statement on Form S-1, Registration No. 333-228448

 

Ladies and Gentlemen:

 

We have acted as counsel to Staffing 360 Solutions, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”) of the Company’s registration statement on Form S-1, Registration No. 333-228448, initially filed by the Company with the Commission on November 16, 2018, as thereafter amended dated January 31, 2019 (the “Registration Statement”). The Registration Statement relates to the proposed offer and sale of up to 2,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), including Shares of Common Stock that may be sold pursuant to an over-allotment option granted to the underwriters in the offering.

 

In rendering the opinion set forth herein, we have examined the originals, or photostatic or certified copies, of (i) the Certificate of Incorporation and Bylaws of the Company, each as amended and/or restated as of the date hereof, (ii) certain resolutions of the Board of Directors of the Company related to the filing of the Registration Statement, the authorization and issuance of the Shares and related matters, (iii) the Registration Statement, (iv) the form of underwriting agreement (the “Underwriting Agreement”) to be entered into with the underwriters identified in the Underwriting Agreement, (v) the specimen Common Stock certificate, (vi) a certificate executed by an officer of the Company, dated as of the date hereof, and (vii) such other records, documents and instruments as we deemed relevant and necessary for purposes of the opinion stated herein.

 

We have relied upon such certificates of officers of the Company and of public officials and statements and information furnished by officers of the Company with respect to the accuracy of material factual matters contained therein which were not independently established by us. In 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 photostatic or certified copies, and the authenticity of the originals of such copies.

 

 

 

Haynes and Boone, LLP

Attorneys and Counselors

30 Rockefeller Plaza, 26th Floor

New York, New York 10112

Phone: 212.659.7300

Fax: 212.918.8989


 

In making the foregoing 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 photostatic or certified copies, and the authenticity of the originals of such copies. As to all questions of fact material to this opinion, where such facts have not been independently established, we have relied, to the extent we have deemed reasonably appropriate, upon representations or certificates of officers of the Company or governmental officials.

 

We have not considered, and express no opinion herein as to, the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware, as currently in effect (the “DGCL”).

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that when the Underwriting Agreement has been duly executed and delivered by the respective parties thereto and the Shares have been issued and delivered in accordance with the Underwriting Agreement against payment in full of the consideration payable therefor as determined by the Board of Directors of the Company or a duly authorized committee thereof and as contemplated by the Underwriting Agreement, the Shares will be validly issued, fully paid and non-assessable.

 

In rendering the opinion set forth herein, we have assumed that, at the time of the sale of the Shares, (i) the Registration Statement and any amendments thereto (including post-effective amendments) will have become effective and will remain effective; (ii) no stop order of the Commission preventing or suspending the use of the prospectus contained in the Registration Statement will have been issued; (iii) the prospectus contained in the Registration Statement and any required prospectus supplement will have been delivered to the purchaser of the Shares as required in accordance with applicable law; (iv) the resolutions of the Board of Directors of the Company referred to above will not have been modified or rescinded; and (v) there will not have been a change in the law affecting the authorization, execution, delivery or validity of the Shares or fully paid status of the Shares.

 

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We further consent to the reference to our firm under the caption “Legal Matters” in the prospectus constituting a part of the Registration Statement. In giving this consent, we are not admitting that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. This opinion is given as of the date hereof and we assume no obligation to update or supplement such opinion after the date hereof to reflect any facts or circumstances that may thereafter come to our attention or any changes that may thereafter occur.

 

Very truly yours,

/s/ Haynes and Boone, LLP

HAYNES AND BOONE, LLP