Attached files
| file | filename |
|---|---|
| EX-23 - CONSENTS OF EXPERTS AND COUNSEL - SCIENTIFIC INDUSTRIES INC | exhibit_231.htm |
| S-1/A - S-1/A - SCIENTIFIC INDUSTRIES INC | s1draftasoffridaybp_73021.htm |
|
New York
885
Third Avenue, 20th Floor
New
York, NY 10022-4834
Tel:
212.209.3050
Fax:
212.371.5500
Princeton
4
Independence Way, Ste. 120
Princeton, NJ
08540
Tel:
609.514.1500
Fax:
609.514.1501
www.reitlerlaw.com
|
August
10, 2021
Scientific Industries, Inc.
80 Orville Drive, Suite 102
Bohemia, New York 11716
Re: Registration Statement
on Form S-1
Ladies and Gentlemen:
We have acted as counsel to Scientific Industries,
Inc., a Delaware corporation (the “Company”), in
connection with the resale from time to time by the selling
stockholders named in the Registration Statement (as defined
below), any pre-effective amendment to the Registration Statement
and any prospectus supplements to the final prospectus included as
part of the Registration Statement, of up to 4,945,730 shares of
the Company’s common stock, par value $0.05 per share (the
“Common Stock”) and up to 3,147,783 shares of Common
Stock (the “Warrant Shares”) that are issuable upon the
exercise of outstanding and issuable warrants
(“Warrants”) to purchase Common Stock. The Shares and
the Warrant Shares are included in the Registration Statement on
Form S-1 filed with the
Securities and Exchange Commission on August 10, 2021, under the
Securities Act of 1933, as amended (the “Registration
Statement”).
In
connection with this opinion, we have examined such corporate
records, documents, instruments, certificates of public officials
and of the Company and such questions of law as we have deemed
necessary for the purpose of rendering the opinions set forth
herein. We also have examined the Registration Statement. In such
examination, we have assumed the genuineness of all signatures and
the authenticity of all items submitted to us as originals and the
conformity with originals of all items submitted to us as
copies.
Based
upon and subject to the foregoing, we are of the opinion that (i)
the Shares are validly issued, fully paid and nonassessable, and
(ii) the Warrant Shares, when issued in accordance with the terms
of the Warrants, will be duly authorized, validly issued, fully
paid and nonassessable.
This
opinion is expressed as of the date hereof, and we disclaim any
undertaking to advise you of any subsequent changes of the facts
stated or assumed herein or of any subsequent changes in applicable
law, which could affect the opinions expressed herein. This opinion
letter is being rendered solely for the benefit of the Company in
connection with the matters addressed herein.
We
hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the
caption “Legal Matters” in the Registration Statement.
In giving such permission, we do not admit hereby that we come
within the category of persons whose consent is required under
Section 7 of the Securities Act, or the rules and regulations of
promulgated thereunder.
Very
truly yours,
/s/ Reitler Kailas & Rosenblatt
LLP