Exhibit 12.1
Los Angeles Office 10880 Wilshire Blvd., 19th Floor Los Angeles, CA 90024 P 310.299.5500F 310.299.5600 www.mrllp.com | |
June 19, 2020 |
To the Board of Directors
Elegance Brands, Inc.
9100 Wilshire Blvd., Suite 362W
Los Angeles, CA 90212
Re: | Elegance Brands, Inc. | |
Offering Statement on Form 1-A File No. 024-11164 |
Ladies and Gentlemen:
We are acting as counsel to Elegance Brands, Inc., a Delaware corporation (the “Company”), in connection with the filing with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, of Amendment No. 2 to the Offering Statement on Form 1-A, File No. 024-11164 (the “Offering Statement”), relating to the offer and sale pursuant to the Offering Statement, by the Company, of up to 15,681,660 units (the “Units”), with each Unit consisting of one share (a “Share”) of Class A common stock, par value $0.0001 per share (the “Common Stock”), and a warrant (“Warrant”) to purchase half a share of Common Stock of the Company, at an exercise price of $0.75 per Share (the “Warrant Shares”).
You have requested our opinion as to the matters set forth below in connection with the issuance of the Units. For purposes of rendering this opinion, we are familiar with the Offering Statement, and we have examined the Company’s Certificate of Incorporation, as amended to date, the Company’s By-laws, as amended to date, and corporate actions of the Company that provided for the issuances of the Units. We have also examined such other documents, certificates, instruments and corporate records, and such statutes, decisions and questions of law as we have deemed necessary or appropriate for the purpose of this opinion. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinion, we have also relied on statements of an officer of the Company.
Based upon and subject to the foregoing, it is our opinion that:
1. | the Units have been duly authorized by all necessary corporate actions by the Company; |
2. | the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued and sold in the manner and under the terms described in the Offering Statement, will be deemed validly issued, fully paid and non-assessable; |
3. | the Warrants have been duly authorized and, when issued and sold in accordance with and in the manner described in the Offering Statement, each Warrant will constitute a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, fraudulent conveyance, or similar law affecting creditors’ rights, and subject to general principles of equity and to limitations on availability of equitable relief, including specific performance; and |
4. | the Warrant Shares have been duly authorized and, when issued and paid for upon exercise of the Warrants in accordance with their terms, will be validly issued, fully paid and non-assessable. |
We express no opinion as to the effect of prior or subsequent issuances of securities including to the extent that, notwithstanding its reservation of shares, the Company may issue so many shares of Common Stock that there are not enough remaining authorized but unissued shares of Common Stock for the exercise of the Warrants.
We hereby consent to the filing of this opinion as an exhibit to the Offering Statement and to the use of our name under the heading “Experts” in the prospectus constituting a part thereof.
Very truly yours, | |
/s/ Michelman & Robinson, LLP | |
MICHELMAN & ROBINSON, LLP |
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