EXHIBIT 5.1
June 11, 2021
Integrated Ventures, Inc. 73 Buck Road, Suite 2 Huntingdon Valley, PA 19006 | |
| RE: | Integrated Ventures, Inc.’s the Registration Statement on Form S-3 |
Ladies and Gentlemen:
We are acting as counsel for Integrated Ventures, Inc., a Nevada corporation (the “Company”), in connection with the Registration Statement on Form S-3 (such Registration Statement, as amended from time to time, is herein referred to as the “Registration Statement”), filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on June 11, 2021, pertaining to the resale from time to time, of up to 46,920,591 shares (the “Shares”) of our common stock, par value $0.001 per share (“Common Stock”), by the selling stockholder identified in the Registration Statement under “Selling Stockholders” pursuant to the January 2021 Financing and February 2021 Financing (as defined in the Registration Statement).
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 Nevada Revised Statues of the State of Nevada (the “NRS”), in the manner presently proposed. We have assumed and have not verified the accuracy of the factual matters of each document we have reviewed.
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 Articles of Incorporation of the Company, as amended (the “Articles of Incorporation”).
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 Articles of Incorporation and By-laws, as amended, of the Company, and the Registration Statement, and have reviewed such questions of law, as we have considered relevant or necessary as a basis for this opinion.
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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 limited to the federal laws of the United States and the NRS. We express no opinion as to the effect of the law of any other jurisdiction. 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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