BioSig Technologies, Inc.
We have acted as counsel to BioSig Technologies, Inc., a Delaware corporation (the “Company”), in connection with the proposed registration of 4,990,471 shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), comprised of 8,941 shares of Common Stock (the “Common Shares”), 1,854,019 shares of Common Stock (the “Conversion Shares”) issuable upon the conversion of the Company’s Series C Preferred Stock (the “Preferred Stock”) and 3,127,511 shares of Common Stock (the “Warrant Shares”) issuable upon the exercise of warrants (the “Warrants”), pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”), originally filed with the Securities and Exchange Commission (the “Commission”) on July 22, 2013 (Registration No. 333-190080), as amended to date (the “Registration Statement”).
The opinions expressed herein are limited exclusively to the General Corporation Law of the State of Delaware (the “DGCL”) and applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the DGCL and such provisions of the Delaware Constitution and we have not considered, and express no opinion on, any other laws or the laws of any other jurisdiction.
In rendering the opinions expressed herein, we have examined and relied upon the originals, or copies certified to our satisfaction, of (i) the Registration Statement, including the prospectus, and all exhibits thereto; (ii) the Company’s Certificate of Incorporation and any amendments to date certified by the Secretary of State of the State of Delaware; (iii) the Company’s By-laws and any amendments to date certified by the Executive Chairman of the Company; (iv) the minutes and records of the corporate proceedings of the Company with respect to the authorization of the issuance of the Common Shares, the Conversion Shares and the Warrant Shares covered by the Registration Statement and related matters thereto; (v) the Warrants; (vi) a specimen of the Company’s Common Stock certificate; and (vii) such other records, documents and instruments as we have deemed necessary for the expression of the opinions stated herein.
In making the foregoing examinations, we have assumed the genuineness of all signatures (other than those of the Company), the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies thereof and the authenticity of the originals of such latter documents. As to all questions of fact material to these opinions, where such facts have not been independently established, we have relied, to the extent we have deemed reasonably appropriate, upon representations or certificates of officers of the Company or governmental officials.
Based upon the foregoing and subject to the assumptions and qualifications stated herein, we are of the opinion that:
