L O S A N G E L E S, C A S A N F R A N C I S C O, C A W I L M I N G T O N, D E N E W Y O R K, N Y H O U S T O N, T X
10100 SANTA MONICA BLVD. 13th FLOOR LOS ANGELES CALIFORNIA 90067
TELEPHONE: 310/277 6910
FACSIMILE: 310/201 0760
SAN FRANCISCO 150 CALIFORNIA STREET 15th FLOOR SAN FRANCISCO CALIFORNIA 94111-4500
TELEPHONE: 415/263 7000
FACSIMILE: 415/263 7010
DELAWARE 919 NORTH MARKET STREET 17th FLOOR P.O. BOX 8705 WILMINGTON DELAWARE 19899-8705
TELEPHONE: 302/652 4100
FACSIMILE: 302/652 4400
NEW YORK 780 THIRD AVENUE 34th FLOOR NEW YORK NEW YORK 10017-2024
TELEPHONE: 212/561 7700
FACSIMILE: 212/561 7777
HOUSTON 440 LOUISIANA STREET SUITE 900 HOUSTON TEXAS 77002
TELEPHONE: 713/691 9385
FACSIMILE: 713/619 9407 |
| EXHIBIT 5.1
November 8, 2024
Creative Medical Technology Holdings, Inc. 211 E Osborn Road Phoenix, Arizona 85012
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to Creative Medical Technology Holdings, Inc., a Nevada corporation (the “Company”), in connection with the preparation of the Company’s registration statement on Form S-1 (the “Registration Statement”) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on the date hereof. The Registration Statement relates to the offering and resale by the selling stockholders named therein (the “Selling Stockholders”), pursuant to Rule 415 of the General Rules and Regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 837,104 shares of common stock, par value $0.001 per share (the “Shares”) issuable upon the exercise of common stock purchase warrants (the “Warrants”) issued pursuant to that certain Securities Purchase Agreement entered into on October 22, 2024 by and between the Company and Selling Stockholders.
In connection with this opinion, we have examined instruments, documents, certificates and records which we have deemed relevant and necessary for the basis of our opinion hereinafter expressed including (a) the Registration Statement, including the exhibits thereto, (b) the Company’s Articles of Incorporation, as amended to date, (c) the Company’s Bylaws, (d) certain resolutions of the Board of Directors of the Company and (e) such other documents, corporate records, and instruments as we have deemed necessary for purposes of rendering the opinions set forth herein.
As to certain factual matters, we have relied upon certificates of the officers of the Company and have not sought to independently verify such matters. In such examination, we have assumed (a) the authenticity of original documents and the genuineness of all signatures, including signatures made and/or transmitted using electronic signature technology; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy, and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.
Based on the foregoing, and subject to the qualifications and limitations stated herein, it is our opinion that the Shares that may be issued from time to time upon the exercise of the Warrants have been duly and validly authorized and, upon exercise of the Warrants and payment of the exercise price in accordance with the terms thereof, will be validly issued, fully paid and non-assessable.
We express no opinion as to the laws of any jurisdiction, other than the law of the State of New York and Chapter 78 of the Nevada Revised Statutes.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such 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 of the SEC thereunder. This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law. |
| Very truly yours, |
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| /s/ Pachulski Stang Ziehl & Jones LLP |
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| Pachulski Stang Ziehl & Jones LLP |
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