Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - NewAge, Inc. | nbev_8k.htm |
| EX-99.1 - PRESS RELEASE ISSUED APRIL 9, 2018 - NewAge, Inc. | nbev_ex991.htm |
| EX-99.2 - PRESS RELEASE ISSUED APRIL 10, 2018 - NewAge, Inc. | nbev_ex992.htm |
| EX-1.1 - UNDERWRITING AGREEMENT, DATED APRIL 10, 2018 - NewAge, Inc. | nbev_ex11.htm |
Exhibit
5.1
April
10, 2018
New Age
Beverages Corporation
1700 E.
68th Avenue
Denver,
CO 80229
Re:
New Age Beverages Corporation
Ladies
and Gentlemen:
You have requested
our opinion with respect to certain matters in connection with the
offer and sale by New Age Beverages Corporation, a Washington
corporation (the “Company”), of 2,628,572 shares (the
“Shares”) of the Company’s common stock par value
$0.001 per share (the “Common Stock”), which amount
includes 342,857 shares of Common Stock that may be issued and sold
by the Company to the underwriters pursuant to their option to
purchase additional shares, pursuant to an underwriting agreement
dated April 10, 2018 with Euro Pacific
Capital, Inc., doing business as A.G.P./Alliance Global Partners
acting as representative of the several underwriters named on
Schedule 1 thereto (the “Underwriting
Agreement”).
The
Shares will be issued pursuant to the Company’s registration
statement on Form S-3 (File No. 333-219341) declared effective by
the Securities and Exchange Commission on October 16, 2017 (the
“Registration Statement”) under the Securities Act of
1933, as amended (the “Securities Act”) and the
prospectus dated October 16, 2017, included in such registration
statement, as supplemented by a preliminary prospectus supplement
dated April 9, 2018 and a final prospectus supplement dated April
10, 2018 (collectively, the “Prospectus”).
We
have examined the Registration Statement, the Prospectus, the
Underwriting Agreement and other instruments, certificates, records
and documents, matters of fact and questions of law that we have
deemed necessary for the purposes of this opinion.
In
our examination of the foregoing and in rendering the opinion set
forth herein, we have assumed, without independent investigation or
verification: (i) the genuineness of all signatures on all
agreements, instruments, corporate records, certificates and other
documents submitted to us; (ii) the authenticity and
completeness of all agreements, instruments, corporate records,
certificates and other documents submitted to us as originals;
(iii) that all agreements, instruments, corporate records,
certificates and other documents submitted to us as certified,
electronic, facsimile, conformed, photostatic or other copies
conform to authentic originals thereof, and that such originals are
authentic and complete; (iv) the legal capacity and authority
of all persons or entities executing all agreements, instruments,
corporate records, certificates and other documents submitted to
us; (v) the due authorization, execution and delivery of all
agreements, instruments, certificates and other documents by all
parties thereto; (vi) that the statements contained in the
certificates and comparable documents of public officials, officers
and representatives of the Company and other persons on which we
have relied for the purposes of this opinion letter are true and
correct; and (vii) that the officers and directors of the
Company have properly exercised their fiduciary duties. As to all
questions of fact material to the opinion set forth herein and as
to the materiality of any fact or other matter referred to herein,
we have relied (without independent investigation) upon
representations and certificates or comparable documents of
officers and representatives of the Company.
Based
upon the foregoing, we are of the opinion that the Shares have been
duly authorized by all necessary corporate action on the part of
the Company and, when issued in accordance with the terms of the
Underwriting Agreement and the Registration Statement, the Shares
will be validly issued, and the Shares will be fully paid and
nonassessable.
We
are members of the bar of the State of New York. We express no
opinion as to the laws of any jurisdiction other than the laws of
the State of New York, and the federal laws of the United States of
America. Insofar as the matters covered by this opinion may
be governed by the laws of other states we have assumed that such
laws are identical in all respects to the laws of the State of New
York.
We
hereby consent to the inclusion of this opinion as an exhibit to
the Registration Statement and to the references to our firm
therein and in the Prospectus and the Prospectus Supplement 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 thereunder. This opinion
letter speaks as of the date hereof and we assume no obligation to
advise you or any other person with regard to any change in the
circumstances or the law that may bear on the matters set forth
herein after the date hereof, even though the change may affect the
legal analysis, a legal conclusion or other matters in this opinion
letter.
Very
truly yours,
/s/
SICHENZIA ROSS FERENCE KESNER LLP
1185
Avenue of the Americas |
37th Floor
| New York, NY | 10036
T (212)
930 9700 | F (212) 930 9725
| www.srfkllp.com