Attached files
| file | filename |
|---|---|
| EX-23.4 - CONSENT OF PETECH ENTERPRISES, INC. - META MATERIALS INC. | exhibit_23-4.htm |
| EX-23.3 - CONSENT OF CREST ENGINEERING SERVICES, INC. - META MATERIALS INC. | exhibit_23-3.htm |
| EX-23.1 - CONSENT OF CALVETTI FERGUSON - META MATERIALS INC. | exhibit_23-1.htm |
| S-1/A - TORCHLIGHT ENERGY RESOURCES, INC. S-1/A, AMENDMENT NO. 1 - META MATERIALS INC. | trch_s1a-17061.htm |
EXHIBIT 5.1
Axelrod, Smith & Kirshbaum
An Association of Professional Corporations
ATTORNEYS AT LAW
5300 Memorial Drive, Suite 1000
Houston, Texas 77007-8292
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Robert
D. Axelrod, P.C.
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Telephone
(713) 861-1996
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Facsimile
(713) 552-0202
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February 1, 2017
John A. Brda, President
Torchlight Energy Resources, Inc.
5700 W. Plano Parkway, Suite 3600
Plano, Texas 75093
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RE:
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TORCHLIGHT
ENERGY RESOURCES, INC.
FORM S-1 REGISTRATION STATEMENT
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As
counsel for Torchlight Energy Resources, Inc., a Nevada corporation
(the “Company”), you have requested our firm to render
this opinion in connection with the registration statement of the
Company on Form S-1 (“Registration Statement”) under
the Securities Act of 1933, as amended (the “Act”),
filed with the Securities and Exchange Commission ( the
“SEC”) relating to the resale of an aggregate of
6,150,000 shares of common stock, par value $.001 per share (the
“Common Stock”), which includes (i) 3,750,000 shares of
common stock; (ii) 1,500,000 shares of common stock issuable upon
exercise of certain stock options at an exercise price of $2.09 per
share (the “Stock Options”); and (iii) 900,000 shares
of common stock issuable upon exercise of warrants to purchase
common stock at an exercise price of $2.09 per share (the
“Warrants”).
We
are familiar with the Registration Statement and the registration
contemplated thereby. In giving this opinion, we have
reviewed the Registration Statement and such other agreements,
documents and certificates of public officials and of officers of
the Company with respect to the accuracy of the factual matters
contained herein as we have felt necessary or appropriate in order
to render the opinions hereinafter expressed. In making
our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents presented to us as copies
thereof, and the authenticity of the original documents from which
any such copies were made, which assumptions we have not
independently verified.
Based
upon all of the foregoing, we are of the opinion that:
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1.
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The
Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Nevada;
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2.
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The shares of Common Stock to be resold which are currently
outstanding are duly authorized, validly issued, fully paid and
non-assessable;
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3.
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The
shares of Common Stock to be issued upon exercise of the Stock
Options and Warrants are validly authorized and, when issued and
delivered in accordance with the terms of the Stock Options and
Warrants, will be validly issued, fully paid and
non-assessable.
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This
opinion letter has been prepared and may be used by the Company as
an exhibit in connection with the filing by the Company of the Form
S-1 with the SEC. We hereby consent to the filing of
this opinion letter as Exhibit 5.1 to the above-described Form S-1
and to the reference made to this firm in the Registration
Statement under the heading “Legal
Matters.” In giving this consent, we do not hereby
admit that we are in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of
the SEC thereunder.
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Very
truly yours,
/s/
Axelrod, Smith & Kirshbaum
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