| Austin Legal Group | ||
Lawyers 3990 Old Town Ave, Ste. A-112 San Diego, CA 92110
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Attorneys Licensed in California, Hawaii, and Arizona Telephone (619) 924-9600
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Facsimile (619) 881-0045 | Writer’s Email: arden@austinlegalgroup.com |
Immune Therapeutics, Inc
37 North Orange Ave, Suite 607
Orlando, FL 32801
October 1, 2018
Re:Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as outside counsel to Immune Therapeutics, Inc., a Florida corporation (the “Company “), in connection with the preparation of the Company’s Registration Statement on Form S-8, (the “Registration Statement “) with respect to the registration under the Securities Act of 1933, as amended (the “Securities Act “), of 3,000,000 shares (“Registered Shares “) of the Company’s common stock, par value $0.0001 per share (the “Common Stock “), which may be issued upon the terms and subject to the conditions set forth in the Independent Corporate Development and Legal Advising Agreement, executed December 6, 2017, between the Company and, inter alia, Chad S. Johnson (the “Agreement”).
This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. 229.601(b)(5), in connection with the Registration Statement.
In connection with the opinion expressed herein, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary or appropriate for purposes of our opinion, including: (i) the Company’s Articles of Incorporation and all amendments thereto; (ii) the Company’s Bylaws and all amendments thereto; (iii) the Agreement; (iv) the Registration Statement; and (v) the applicable consents in lieu of meetings of the Company’s board of directors (the “Board “).
For purposes of expressing the opinion hereinafter set forth, we have assumed: (i) the genuineness of all signatures and documents; (ii) the authenticity of all documents submitted to us as originals; (iii) the conformity to the originals of all documents submitted to us as copies; (iv) the correctness and accuracy of all facts set forth in the documents referred to in this opinion letter; (v) compliance with the terms of the Agreement by the Company and all other parties; and (vi) that the resolutions authorizing the Company to issue or deliver and sell the shares pursuant to the Agreement will be in full force and effect at all times at which the shares are issued or delivered or sold by the Company, and the Company will take no action inconsistent with such resolutions
Based upon and subject to the foregoing and having regard for such legal considerations as we have deemed relevant, we are of the opinion that the Registered Shares have been duly authorized by the Company and, upon issuance and payment therefor in accordance with the terms of the Plan (and the awards issued thereunder), will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required by the Securities Act or the rules and regulations of the SEC promulgated thereunder.
| Very truly yours, | |
| /s/ Austin Legal Group, APC |
