Attached files
| file | filename |
|---|---|
| EX-99.3 - PRESS RELEASE - Sanara MedTech Inc. | smti_ex993.htm |
| EX-99.2 - PRESS RELEASE - Sanara MedTech Inc. | smti_ex992.htm |
| EX-99.1 - PRESS RELEASE - Sanara MedTech Inc. | smti_ex991.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - Sanara MedTech Inc. | smti_ex11.htm |
| 8-K - CURRENT REPORT - Sanara MedTech Inc. | smti_8k.htm |
Exhibit 5.1
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February
12, 2021
Sanara
MedTech Inc.
1200
Summit Ave
Suite
414
Fort
Worth, TX 76102
Ladies
and Gentlemen:
We have acted as counsel for Sanara MedTech Inc.,
a Texas corporation (the “Company”),
in connection with the preparation of the Company’s
prospectus supplement, dated February 12, 2021 (the
“Prospectus
Supplement”), to the
Registration Statement on Form S-3 (Registration No. 333-251652),
filed by the Company with the Securities and Exchange Commission
(the “Commission”)
on December 23, 2020, as thereafter declared effective on January
4, 2021 (the “Registration
Statement”). The
Prospectus Supplement relates to the issuance and sale by the
Company of an aggregate of 1,100,000 shares (the
“Firm Shares”)
of common stock, par value $0.001 per share
(“Common
Stock”), pursuant to that
certain Underwriting Agreement, dated February 12, 2021 (the
“Underwriting
Agreement”), by and
between the Company and Cantor
Fitzgerald & Co. (the
“Underwriter”),
at an offering price to the public of $25.00 per share, less
underwriting discounts and commissions. In addition, pursuant to
the Underwriting Agreement, the Company has granted the Underwriter
a 30-day option to purchase up to an additional 165,000 shares of
Common Stock at the same offering price to the public, less
underwriting discounts and commissions (the
“Option
Shares,” and collectively
with the Firm Shares, the “Shares”).
In rendering the opinion set forth herein, we have
examined the originals, or photostatic or certified copies, of (i)
the certificate of formation and bylaws of the Company, each as
amended and/or restated as of the date hereof; (ii) certain
resolutions of the Board of Directors of the Company and the
Pricing Committee of the Board of Directors of the Company related
to the filing of the Prospectus Supplement, the authorization and
issuance of the Shares and related matters; (iii) the Registration
Statement and all exhibits thereto; (iv) the Prospectus Supplement
and the prospectus included in the Registration Statement dated
January 4, 2021 (the “Base
Prospectus” and together
with the Prospectus Supplement, the “Prospectus”);
(v) the Underwriting Agreement; (vi) a certificate executed by an
officer of the Company, dated as of the date hereof, and (vii) such
other records, documents and instruments as we deemed relevant and
necessary for purposes of the opinion stated
herein.
We
have relied upon such certificates of officers of the Company and
of public officials and statements and information furnished by
officers of the Company with respect to the accuracy of material
factual matters contained therein which were not independently
established by us. In such examination we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents
of all documents submitted to us as photostatic or certified
copies, and the authenticity of the originals of such
copies.
The
opinion expressed herein is limited to the laws of the State of
Texas. We have not considered, and express no opinion, as to the
laws of any other state or jurisdiction.
Based
on the foregoing, and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion
that upon payment and delivery in accordance with the Underwriting
Agreement, the Shares will be validly issued, fully paid and
non-assessable.
We
hereby consent to the filing of this opinion as an exhibit to the
Company’s Current Report on Form 8-K to be filed with the
Commission and to the use of our name in the Prospectus under the
caption “Legal Matters.” 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 of 1933, as
amended, and the rules and regulations thereunder.
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Very
truly yours,
/s/
Haynes and Boone, LLP
Haynes
and Boone, LLP
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