Attached files
| file | filename |
|---|---|
| EX-23.2 - CONSENT OF UHY, LLP - AMERICAN BIO MEDICA CORP | ambc_ex232.htm |
| S-1 - FORM S-1 - AMERICAN BIO MEDICA CORP | ambc_s1.htm |
EXHIBIT
5.1
December
29, 2020
American
Bio Medica Corporation
122
Smith Road
Kinderhook,
New York 12106
Re:
Registration
Statement on Form S-1
Ladies
and Gentlemen:
We have
acted as your counsel in connection with the registration statement
on Form S-1 (the “Registration Statement”) filed by
American Bio Medica Corporation, a New York corporation (the
“Company”), with the U.S. Securities and Exchange
Commission under the Securities Act of 1933 (the “Securities
Act”) for the registration of 9,750,000 shares of the
Company’s common stock, par value $0.01 per share (the
“Common Stock”), consisting of (i) 1,250,000 shares of
Common Stock issued to Lincoln Park Capital Fund, LLC
(“Lincoln Park”) upon the execution of the Purchase
Agreement, dated as of December 8, 2020 (the “Purchase
Agreement), between Lincoln Park and the Company (the
“Commitment Shares”), (ii) 500,000 shares of Common
Stock issued to Lincoln Park upon the execution of the Purchase
Agreement for a total purchase price of $125,000 (the
“Initial Purchase Shares”), (iii) 500,000 shares of
Common Stock issuable to Lincoln Park on the commencement date
under the Purchase Agreement, which will occur when the
Registration Statement is declared effective and the other
conditions to commencement have been satisfied, for a total
purchase price of $125,000 (the “Tranche Purchase
Shares”), and (iv) 7,500,000 additional shares of Common
Stock that the Company may sell to Lincoln Park pursuant to the
Purchase Agreement from time to time after the Registration
Statement is declared effective (the “Additional
Shares” and, collectively with the Commitment Shares, the
Initial Purchase Shares and the Tranche Purchase Shares, the
“Shares”). Capitalized terms used in this letter and
not otherwise defined shall have the meanings given to such terms
in the Registration Statement.
You
have requested our opinion as to the matters set forth below in
connection with the Registration Statement. For purposes of
rendering this opinion, we have examined the Registration
Statement, the Company’s certificate of incorporation and
bylaws, and the corporate action of the Company that provides for
the issuance of the Shares, and we have made such other
investigation as we have deemed appropriate. We have examined and
relied upon certificates of public officials and, as to certain
matters of fact that are material to our opinion, we have also
relied on certificates made by officers of the Company. In
rendering our opinion, in addition to the assumptions that are
customary in opinion letters of this kind, we have assumed the
genuineness of signatures on the documents we have examined, the
conformity to authentic original documents of all documents
submitted to us as copies, and that the Company will have
sufficient authorized and unissued shares of common stock available
with respect to any of the Shares issued after the date of this
letter. We have not verified any of these assumptions.
Based
upon and subject to the foregoing, it is our opinion that the
Shares are duly authorized for issuance by the Company and, when
issued and paid for as described in the Purchase Agreement, will be
validly issued, fully paid and nonassessable.
We
consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm in the
related Prospectus under the caption “Legal Matters.”
In giving our consent we do not admit that we are in the category
of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations under such
act.
Very
truly yours,
/s/
Olshan Frome Wolosky LLP
OLSHAN
FROME WOLOSKY LLP