Attached files
| file | filename |
|---|---|
| EX-1.1 - SALES AGREEMENT - AEMETIS, INC | amtx_ex11.htm |
| 8-K - CURRENT REPORT - AEMETIS, INC | amtx_8k.htm |
EXHIBIT 5.1, 23.1
OPINION OF NEVADA LEGAL
COUNSEL
September
30, 2020
Aemetis,
Inc.
20400
Stevens Creek Blvd., #700
Cupertino,
California 95014
Gentlemen:
We have
acted as counsel to Ametis, Inc., a Nevada corporation (the
“Company”), in connection
with the issuance and sale, from time to time, of shares of common
stock of the Company, $0.001 par value per share, having an
aggregate sale price of up to $16,000,000 (the “Placement Shares”),
pursuant to the At the Market Issuance Sales Agreement, dated
September 30, 2020 (the “Agreement”), between the
Company, H.C. Wainwright & Co., LLC and Roth Capital Partners,
LLC. The Placement Shares will be issued pursuant to the
Company’s registration statement on Form S-3 (Registration No. 333-248492),
as filed with the Securities and Exchange Commission on August 28,
2020 (at the time it became effective, the “Registration Statement”)
under the Securities Act of 1933, as amended (the
“Securities
Act”) and the related prospectus dated August 28, 2020
and prospectus supplement dated September 30, 2020 (collectively,
the “Prospectus”).
We have
examined the Registration Statement, the Prospectus 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, we have assumed
the authenticity of documents submitted to us as originals and the
genuineness of all signatures, the conformity to the original
documents of all documents submitted to us as copies, and the
truth, accuracy and completeness of the information,
representations and warranties contained in the instruments,
certificates, records and documents we have reviewed.
Based
upon the foregoing, we are of the opinion that the Placement 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 Agreement and the Registration Statement, the Placement
Shares will be validly issued, and the Placement Shares will be
fully paid and nonassessable. We consent to the use of this opinion
as an exhibit to the Company’s Current Report on Form 8-K to
be filed on September 30, 2020.
Very
truly yours,
/s/
McDonald Carano LLP
McDonald
Carano LLP