Parallax Health Sciences S1 IPO registration | SEC 6 Jun 19

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1000 Wilshire Boulevard

Suite 1500

Los Angeles, CA 90017

213.891.0700 Phone

213.896.0400 Fax

June 5, 2019

VIA ELECTRONIC MAIL

Parallax Health Sciences, Inc.

1327 Ocean Avenue, Suite B

Santa Monica, California 90401

Re:

Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as special counsel to Parallax Health Sciences, Inc., a Nevada corporation

(the “Company”), in connection with the issuance of this opinion which relates to a Registration

Statement on Form S-1 (the “Registration Statement”) filed by the Company with the Securities

and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the

“Securities Act”). The Registration Statement covers the resale of 33,361,321 shares of the

Company’scommonstock,$0.001parvaluepershare(“CommonStock”),includinganaggregate

of 14,577,991 shares of Common Stock (the “Shares”) and an aggregate of 18,783,330 shares of

CommonStock(the“WarrantShares”)issuableuponexerciseofoutstandingwarrantstopurchase

shares of Common Stock (the “Warrants”) issued to the selling stockholders.

This opinion letter is being delivered in accordance with the requirements of Item

601(b)(5)(i) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to

any matter pertaining to the contents of the Registration Statement.

Inconnectionwiththeissuanceofthisopinionletter,wehaveexaminedoriginalsorcopies,

certified or otherwise identified to our satisfaction, of:

the Registration Statement, including the prospectus contained therein and all

exhibits thereto;

a specimen certificate representing the Shares;

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Parallax Health Sciences, Inc.

June 5, 2019

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the Warrants;

the Amended and Restated Articles of Incorporation of the Company, as presently

in effect (the “Charter”);

theCompany’sBylaws,oftheCompany,aspresentlyineffect(the“Bylaws”);and

certain resolutions adopted by the Board of Directors of the Company relating to

the issuance of the shares of Common Stock being registered pursuant to the Registration

Statement.

We have also examined originals or copies, certified or otherwise identified to our

satisfaction, of such records of the Company and such agreements, certificates and receipts of

public officials, certificates of officers or other representatives of the Company and others, and

such other documents as we have deemed necessary or appropriate as a basis for the opinions

stated below.

In our examination, we have assumed the genuineness of all signatures, including

endorsements, the legal capacity and competency of all natural persons, the authenticity of all

documents submitted to us as originals, the conformity to original documents of all documents

submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the

originals of such copies. As to any facts relevant to the opinions stated herein that we did not

independently establish or verify, we have relied upon statements and representations of officers

and other representatives of the Company and others and of public officials.

Forthepurposesofthisopinionletter,wehaveassumedthatatthetimeofissuanceofeach

Warrant Share, the Charter, the Bylaws and the Warrants, as applicable, will not have been

modified or amended and will be in full force and effect. In addition, it is understood that this

opinion is to be used only in connection with the offer and sale of the securities being registered

while the Registration Statement is effective under the Securities Act.

Based upon the foregoing and subject to the qualifications and assumptions stated herein,

we are of the following opinions:

the Shares have been duly authorized by all requisite corporate action on the part

of the Company under the Nevada Revised Statutes (the “NRS”) and are validly issued, fully paid

and non-assessable.

the Warrant Shares have been duly authorized by all requisite corporate action on

the part of the Company under the NRS and, when the Warrant Shares are delivered and paid for

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in accordance with the terms of the Warrant and when evidence of the issuance thereof is duly

recorded in the Company’s books and records, the Warrants Shares will be validly issued, fully

paid and nonassessable.

The opinion which we render herein is limited to those matters governed by the NRS as of

thedatehereof.Ouropinionexpressedhereinisasofthedatehereof,andweassumenoobligation

to revise or supplement the opinion rendered herein should the above-referenced laws be changed

by legislative or regulatory action, judicial decision or otherwise. We express no opinion as to

whether, or the extent to which, the laws of any particular jurisdiction apply to the subject matter

hereof.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

We also hereby consent to the reference to our firm under the heading “Legal Matters” in the

Registration Statement. In giving this consent, we do not thereby admit that we are within the

categoryofpersonswhoseconsentisrequiredunderSection 7of theSecuritiesActor theGeneral

Rules and Regulations under the Securities Act.

This opinion letter is rendered as of the date first written above and we disclaim any

obligation to advise you of facts, circumstances, events or developments which hereafter may be

brought to our attention and which may alter, affect or modify the opinion expressed herein. Our

opinion is expressly limited to the matters set forth above and we render no opinion, whether by

implication or otherwise, as to any other matters relating to the Company, the Shares, the Warrant

Shares, or any other agreements or transactions that may be related thereto or contemplated

thereby. We are expressing no opinion as to any obligations that parties other than the Company

may have under or in respect of the Shares, the Warrant Shares or as to the effect that their

performance of such obligations may have upon any of the matters referred to above. No opinion

may be implied or inferred beyond the opinion expresslystated above.

Very truly yours,

/s/ Buchalter, A Professional Corporation

BUCHALTER, A Professional Corporation

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Parallax Health Sciences S-1IPO registration