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IronClad Encryption Corporation One Riverway, 777 South Post Oak Lane, Suite 1700 Houston, Texas 77056
Re: Registration Statement on Form S-1 for IronClad Encryption Corporation
Ladies and Gentlemen:
We are acting as special securities counsel to IronClad Encryption Corporation, a corporation organized under the laws of Delaware (the “Company”), in connection with the preparation and filing of the Company’s Registration Statement on Form S-1 (as amended or supplemented, the “Registration Statement”) to be filed under the U.S. Securities Act of 1933, as amended (the “Securities Act”), with the U.S. Securities and Exchange Commission (the “SEC”). The Registration Statement relates to the registration of 5,407,500 shares of Class A common stock, par value $0.001 of the Company (the “Shares”), all of which are being offered by certain stockholders of the Company (the “Selling Stockholders”).
In connection therewith, we have examined such documents, records, certificates, resolutions and other instruments deemed necessary as a basis for this opinion, and we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies.
Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that as of the date hereof, the issuance of the Shares has been duly authorized and the Shares are validly issued, fully paid and nonassessable.
Our opinion expressed above is subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any laws except the General Corporation Law of the State of Delaware.
We do not find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the offering of the Shares by the Selling Stockholders.
We consent to the use of this opinion as an exhibit to the Registration Statement,and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto. In providing this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.
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This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. We assume no obligation to revise or supplement this opinion should the General Corporation Law of the State of Delaware be changed by legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the Registration Statement, and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.
Very truly yours,
/s/ Baker & McKenzie LLP
BAKER & McKENZIE LLP | ||
IronClad Encryption Corporation October 17, 2017 | Page2 | |
