EXHIBIT 5.1
 | PROCOPIO 12544 High Bluff Drive
Suite 400
San Diego, CA 92130 T. 858.720.6300
F. 619.235.0398 |
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| | DEL MAR HEIGHTS LAS VEGAS orange county PHOENIX SAN DIEGO SILICON VALLEY |
January 24, 2022
NextPlay Technologies, Inc.
1560 Sawgrass Corporate Parkway, Suite 130
Sunrise, FL, 33323
| Re: | Registration Statement on Form S-3 (No. 333-257457) |
Ladies and Gentlemen:
We have acted as special counsel to NextPlay Technologies, Inc., a Nevada corporation (the “Company”), in connection with the resale from time to time by the selling stockholders named in the Prospectus Supplement (as defined below) of up to 25,942,731 shares the common stock of the Company, par value $0.00001 per share (the “Common Stock”). The resale of the Common Stock is being registered pursuant to a Registration Statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 25, 2021 and amended on September 24, 2021 and October 27, 2021, which was declared effective by the Commission on October 29, 2021 (No. 333-257457) (the “Registration Statement”), a base prospectus dated October 29, 2021 (the “Base Prospectus”), a prospectus supplement dated January 24, 2022 (the “Prospectus Supplement”, and together with the Base Prospectus, the “Prospectus”).
This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the resale of the Common Stock.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. In rendering the opinions expressed below, we have assumed without verification (i) the genuineness of all signatures, (ii) the legal capacity of natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to the originals of all documents submitted to us as copies, and the authenticity of the originals of such copies, and (v) that all records and other information made available to us by the Company on which we have relied are accurate and complete in all respects.
NextPlay Technologies, Inc.
January 24, 2022
Page 2
We have further assumed that the Common Stock will be resold in the manner stated in the Registration Statement and the Prospectus, and in compliance with the applicable provisions of the Act and the rules and regulations of the Commission thereunder, and the securities or blue sky laws of the various states.
The opinions expressed herein are limited to (i) Title 7, Chapter 78 of the Nevada Revised Statutes and (ii) those Federal securities laws, rules, and regulations of the United States of America, in each case, which in our experience, without having made any special investigation as to the applicability of any specific law, rule, or regulation, are typically applicable to transactions of the nature contemplated in this letter. We express no opinion with respect to the laws of any other jurisdiction, any other laws of the State of Nevada, or the statutes, administrative decisions, rules, regulations and requirements of any county, municipality, subdivision or local authority of any jurisdiction.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:
| 1. | The issuance and initial sale of the Common Stock have been duly authorized by all necessary corporate action of the Company, and the Common Stock are validly issued, fully paid and non-assessable. |
This opinion is for your benefit in connection with the Registration Statement and Prospectus and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission. In giving such consent, we do not thereby 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 Commission thereunder. The opinions expressed herein are given as of the date hereof, and we assume no obligation to update or supplement such opinions after the date hereof.
| | Very truly yours, |
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| | /s/ Procopio, Cory, Hargreaves & Savitch LLP |
| | Procopio, Cory, Hargreaves & Savitch LLP |
