Attached files
| file | filename |
|---|---|
| EX-23.2 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - IMAGEWARE SYSTEMS INC | ex23-2.htm |
| S-1/A - S-1A - IMAGEWARE SYSTEMS INC | iwsys1a.htm |
Exhibit 5.1
February
8, 2021
ImageWare Systems, Inc.
13500 Evening Creek Drive N., Suite 550
San Diego, CA 92128
Re:
Registration Statement on Form S-1
Ladies and Gentlemen:
We are acting as counsel for ImageWare Systems,
Inc., a Delaware corporation (the “Company”), in connection with the filing of a
Registration Statement on Form S-1, Registration No. 333-251563
(such Registration Statement, as amended from time to time, is
herein referred to as the “Registration
Statement”) filed by the
Company with the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as
amended (the “Act”). The Registration Statement covers the
proposed public offering of an aggregate of up to $24,958,121.02 of
shares of the Company’s common stock
(“Common
Stock”), par value $0.01
per share (the “Shares”). The Shares are collectively referred to
herein as the “Securities.”
As
the basis for the opinion hereinafter expressed, we have examined
such statutes, Company corporate records and documents,
certificates of Company and public officials, and other instruments
and documents as we deemed relevant or necessary for the purposes
of the opinion set forth below.
In
making our examination, we have assumed the legal capacity of all
natural persons, that all signatures on documents examined by us
are genuine, the authenticity of all documents submitted to us as
originals and the conformity with the original documents of all
documents submitted to us as certified, conformed or photostatic
copies. We have also assumed the accuracy and completeness of
all information provided to us by the Company during the course of
our investigations, on which we have relied in issuing the opinion
expressed below. We have relied upon a certificate and other
assurances of officers of the Company and others as to factual
matters without having independently verified such factual matters.
Based
on the foregoing and on such legal considerations as we deem
relevant, and subject to the qualifications, assumptions and
limitations stated herein and in reliance on the statements of fact
contained in the documents we have examined, we are of the opinion
that the Shares, when issued and sold in the manner contemplated by
the Registration Statement, will be duly authorized, validly
issued, fully paid and nonassessable.
The
opinion rendered herein is limited to the Corporation Code of the
State of Delaware and the federal laws of the United
States.
We hereby consent to the reference to us under the
caption “Legal
Matters” in the
prospectus forming a part of the Registration Statement and to the
filing of this opinion letter as an exhibit to the Registration
Statement, and any amendments thereto. In giving this
consent, we do not admit that we are included in the category of
persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of
the Commission promulgated thereunder.
[Signature Page Follows]
This
opinion letter is given to you solely for use in connection with
the offer and sale of the Securities while the Registration
Statement is in effect and is not to be relied upon for any other
purpose. 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, the
Securities or the Registration Statement.
Very
truly yours,
Disclosure
Law Group,
a
Professional Corporation
By: /s/
Daniel
Rumsey
Daniel W. Rumsey,
Esq.