Attached files
| file | filename |
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| 8-K - FORM 8-K - VISIUM TECHNOLOGIES, INC. | a2021-0915visium8kregiste.htm |
| EX-10 - SECURITY PURCHASE AGREEMENT - VISIUM TECHNOLOGIES, INC. | vism-mercerspafor8k915202.htm |
| EX-10 - PLACEMENT AGENT AGREEMENT - VISIUM TECHNOLOGIES, INC. | visiumtechnologiesinc-net.htm |
Exhibit 5.1
September
15, 2021
Visium
Technologies, Inc.
4094
Majestic Lane
Suite
360
Fairfax,
VA 22033
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RE:
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Visium Technologies, Inc.’s Registration Statement on Form
S-3 (333-255146)
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Ladies
and Gentlemen:
We are
acting as counsel for Visium Technologies, Inc., a Florida
corporation (the “Company”), in connection
with the above-referenced registration statement (the
“Registration
Statement”) filed with the Securities and Exchange
Commission (“SEC”) pursuant to the
Securities Act of 1933, as amended (the “Securities Act”), the
base prospectus dated April 15, 2021 (the “Base Prospectus”) and the
prospectus supplement dated September 14, 2021 (the
“Prospectus
Supplement,” and together with the Base Prospectus,
the “Prospectus”), relating to
the offering by the Company of 150,000,000 shares (the
“Shares”) of the
Company’s common stock, par value $0.0001 per share
(“Common
Stock”). The Shares are covered by the Registration
Statement and we understand that the Shares are to be offered and
sold in the manner described in the Prospectus. This opinion is
being delivered at the request of the Company and in accordance
with the requirements of Item 601(b)(5) of Regulation S-K under the
Securities Act.
For
purposes of this opinion, we have examined such documents and
considered such legal matters as we have deemed necessary and
relevant as the basis for the opinion set forth below. With respect
to 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 reproduced, certified or photostatic copies and
the authenticity of the originals of those latter documents. As to
facts material to the opinions, statements and assumptions
expressed herein, we have, with your consent, relied upon oral or
written statements and representations of officers and other
representatives of the Company and others. We have specifically
relied upon the certification of an officer of the Company signed
on even date herewith. In addition, we have obtained and relied
upon such certificates and assurances from public officials as we
have deemed necessary.
For
purposes of this opinion, we have assumed that proper proceedings
in connection with the authorization and issuance or sale of the
Shares will be timely and properly completed, in accordance with
all requirements of applicable federal laws and the Florida
Business Corporation Act, in the manner presently proposed. We have
assumed and have not verified the accuracy of the factual matters
of each document we have reviewed. We
are attorneys licensed to practice in the States of New York and
New Jersey and our opinions herein assume, and are limited to, the
laws of the State of Florida as applied here are the same as in
those jurisdictions. We express no opinion as to the effect of the
law of any other jurisdiction.
Based
upon the foregoing, it is our opinion that the Shares to be issued
by the Company have been duly authorized and are legally issued,
fully paid and nonassessable. The Shares are to be issued under the
Company’s current Articles of Incorporation (the
“Articles of
Incorporation”) in effect.
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In our
capacity as your counsel in connection with such registration, we
have reviewed and are familiar with such documents, certificates
and other materials, including an examination of originals or
copies certified or otherwise identified to our satisfaction of the
Company’s Articles of Incorporation and Bylaws (the
“Bylaws”), each as current
in effect, and the Registration Statement, and have reviewed such
questions of law, as we have considered relevant or necessary as a
basis for this opinion.
The
opinions set forth above are subject to the following exceptions,
limitations and qualifications: (i) the effect of bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws now or hereafter in effect relating to or
affecting the rights and remedies of creditors; (ii) the effect of
general principles of equity, including without limitation,
concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance or
injunctive relief, regardless of whether enforcement is considered
in a proceeding in equity or at law, and the discretion of the
court before which any proceeding therefor may be brought; (iii)
the unenforceability under certain circumstances under law or court
decisions of provision providing for the indemnification of, or
contribution to, a party with respect to liability where such
indemnification or contribution is contrary to public
policy.
Our
opinion is rendered as of the date hereof, and we assume no
obligation to advise you of changes in law or fact (or the effect
thereof on the opinions expressed herein) that hereafter may come
to our attention.
We
hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under the
caption “Legal Matters” in the Registration Statement.
In so doing, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Act and the rules
and regulations of the Commission promulgated
thereunder.
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Very
truly yours,
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/s/ Lucosky Brookman LLP
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Lucosky
Brookman LLP
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