Attached files
file | filename |
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S-1 - REGISTRATION STATEMENT - PREMIER BIOMEDICAL INC | biei_s1.htm |
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - PREMIER BIOMEDICAL INC | biei_ex231.htm |
Exhibit 5.1
December 9,
2019
Premier
Biomedical, Inc.
P.O.
Box 25
Jackson
Center, PA 16133
Re:
Premier
Biomedical, Inc. Registration Statement on Form S-1 for an offering
by certain of the Company’s shareholders of up to
1,000,000,000 shares of common stock
Ladies
and Gentlemen:
We have
acted as counsel to Premier Biomedical, Inc., a Nevada corporation
(the “Company”), in connection with the proposed
offering by certain of the Company’s shareholders of
1,000,000,000 shares of the Company’s common stock issuable
to the selling shareholders (the “Securities”) pursuant
to the Company's Registration Statement on Form S-1, as amended
(the “Registration Statement”) filed with the
Securities and Exchange Commission under the Securities Act of
1933, as amended (the “Act”).
This
opinion is being furnished in accordance with the requirements of
Item 16 of Form S-1 and
Item 601(b)(5)(i) of Regulation S-K.
We have
reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the offer,
issuance and sale of the Securities. Based on such review, we are
of the opinion that the Securities have been duly authorized and,
when issued and delivered upon conversion in accordance with the
terms of the convertible notes, will be duly authorized, validly
issued, fully paid and nonassessable.
We
consent to the filing of this opinion letter as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the
caption “Legal Matters” in the prospectus which is part
of the Registration Statement. In giving this consent, we do not
thereby admit that we are within the category of persons whose
consent is required under Section 7 of the Act, the rules and
regulations of the Securities and Exchange Commission promulgated
thereunder, or Item 509 of Regulation S-K.
This
opinion letter is rendered as of the date first written above and
we disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our
attention and which may alter, affect or modify the opinion
expressed herein. Our opinion is expressly limited to the matters
set forth above and we render no opinion, whether by implication or
otherwise, as to any other matters relating to the Company or the
Securities.
Very
truly yours,
Clyde Snow & Sessions
by /s/
Brian A. Lebrecht
Brian
A. Lebrecht