Exhibit 5.1
 | NELSON MULLINS RILEY & SCARBOROUGH LLP
ATTORNEYS AND COUNSELORS AT LAW |
| | |
| | 301 Hillsborough Street, Suite 1400
Raleigh, NC 27603
T 919.329.3800 F 919.329.3799 nelsonmullins.com |
October 10, 2024
Synergy CHC Corp.
865 Spring Street
Westbrook, Maine 04092
Re: Registration Statement on Form S-1 (File No. 333-280556)
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1, as amended (the “Registration Statement”), of Synergy CHC Corp., a Nevada corporation (the “Company”), filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of: (a) up to an aggregate of 1,150,000 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), including up to 150,000 shares that may be sold pursuant to the underwriters’ over-allotment option; (b) the representative’s warrants that will be issued by the Company to the representative of the underwriters of the offering (the “Representative’s Warrants”); and (c) up to 103,500 shares of Common Stock issuable upon exercise of the Representative’s Warrants (the “Representative’s Warrant Shares”).
In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of specimen common stock certificates, and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that: (i) the Shares, when issued against payment therefor as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable; (ii) the Representative’s Warrant Shares, when issued upon exercise of the Representative’s Warrants, will be validly issued, fully paid and non-assessable; and (iii) the Representative’s Warrants, when issued as set forth in the Registration Statement, will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
California | Colorado | District of Columbia | Florida | Georgia | Illinois | Maryland | Massachusetts | Minnesota
New York | North Carolina | Ohio | Pennsylvania | South Carolina | Tennessee | Texas | Virginia | West Virginia
Synergy CHC Corp.
October 10, 2024
Page 2
The opinions expressed above are subject to the following additional exceptions, qualifications, limitations and assumptions:
A. Our opinion expressed herein is limited to the federal laws of the United States, the laws of the State of New York and Chapter 78 of the Nevada Revised Statutes. The opinions expressed herein are based upon the federal laws of the United States, the laws of the State of New York and Chapter 78 of the Nevada Revised Statutes in effect on the date hereof and as of the effective date of the Registration Statement. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.
B. The opinion in clause (iii) above is subject to (a) the effect of any bankruptcy, insolvency, reorganization, moratorium, arrangement or similar laws affecting the rights and remedies of creditors’ generally, including without limitation the effect of statutory or other laws regarding fraudulent transfers or preferential transfers, and (b) general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance, liquidated damages, injunctive relief or other equitable remedies regardless of whether enforceability is considered in a proceeding in equity or at law.
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, 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 Commission.
| | Very truly yours, |
| | |
| | /s/ Nelson Mullins Riley & Scarborough LLP |
