Attached files
| file | filename |
|---|---|
| EX-99.3 - EXHIBIT 99.3 - Enveric Biosciences, Inc. | ex99_3.htm |
| EX-99.2 - EXHIBIT 99.2 - Enveric Biosciences, Inc. | ex99_2.htm |
| EX-99.1 - EXHIBIT 99.1 - Enveric Biosciences, Inc. | ex99_1.htm |
| EX-23.1 - EXHIBIT 23.1 - Enveric Biosciences, Inc. | ex23_1.htm |
| EX-10.1 - EXHIBIT 10.1 - Enveric Biosciences, Inc. | ex10_1.htm |
| EX-2.2 - EXHIBIT 2.2 - Enveric Biosciences, Inc. | ex2_2.htm |
| EX-2.1 - EXHIBIT 2.1 - Enveric Biosciences, Inc. | ex2_1.htm |
| 8-K - 8-K - Enveric Biosciences, Inc. | form8k.htm |
Exhibit 5.1
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Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza
New York, New York 10112-0015
212.653.8700 main
212.653.8701 fax
www.sheppardmullin.com
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January 13, 2020
VIA ELECTRONIC MAIL
Ameri Holdings, Inc.
5000 Research Court, Suite 750
Suwanee, Georgia, 30024
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Re:
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Registration Statement on Form S-3
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Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection with the offering for sale of a $500,000 5% convertible debenture (the “Debenture”) convertible into shares (the
“Conversion Shares”) of the Company’s common stock, par value $0.01 per share, of Ameri Holdings, Inc. (the “Company”), pursuant to the Registration Statement (as defined below) and the Prospectus (as defined below). Unless defined herein,
capitalized terms have the meanings given to them in that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), dated January 10, 2020, by and among the Company and the purchasers identified on the signature pages thereto (the
Purchasers”), relating to the issuance and sale by the Company of the Debenture.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5)(i) of Regulation S-K.
In connection with this opinion, we have reviewed and relied upon the following:
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the Registration Statement on Form S-3 (File No. 333-233260) initially filed with the Securities and Exchange Commission (the “Commission”) on September 16, 2019, under the Securities Act of 1933, as
amended (the “Securities Act”) (including any documents incorporated by reference therein, the “Registration Statement,” and the related prospectus included in such Registration Statement (including any documents incorporated by
reference therein, the “Base Prospectus”));
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the final prospectus supplement, which includes the Base Prospectus, filed on January 13, 2020 pursuant to Rule 424(b) under the Securities Act, which is referred to as the “Prospectus”;
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the Securities Purchase Agreement;
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the Amended and Restated Certificate of Incorporation of the Company, as amended, in effect on the date hereof;
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the Amended and Restated Bylaws of the Company in effect on the date hereof;
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the resolutions of the Board of Directors of the Company, authorizing/ratifying the execution and delivery of the Securities Purchase Agreement, the issuance and sale of the Debenture and the Conversion
Shares, the preparation and filing of the Prospectus, and other actions with regard thereto; and
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such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion.
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In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency 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 facsimile, electronic, certified or photocopy, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein
that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.
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Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza
New York, New York 10112-0015
212.653.8700 main
212.653.8701 fax
www.sheppardmullin.com
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Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the following opinions:
1. provided that the Debenture has been duly executed and delivered by the Company to the purchaser thereof against payment therefor, the Debenture, when issued and sold as contemplated in the
Registration Statement and the Prospectus will be a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, and
2. the Conversion Shares, when issued in accordance with the terms of Debenture, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion letter as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration
Statement. We also hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the
Securities Act, the rules and regulations of the Commission promulgated thereunder or Item 509 of Regulation S-K.
We express no opinion as to matters governed by any laws other than the General Corporation Law of the State of Delaware.
We disclaim any obligation to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that 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 Conversion Shares.
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Respectfully submitted,
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/s/ Sheppard, Mullin, Richter & Hampton LLP
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SHEPPARD, MULLIN, RICHTER & HAMPTON LLP
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