such document that is a copy conforms to an authentic original; (d) all signatures on each such document are genuine; and (e) the Company is and shall remain at all times a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. In rendering our opinion below, we have also assumed that: (i) on the date of exercise of each of the Warrants, the Company will have sufficient authorized and unissued shares of its Common Stock issuable upon the exercise of such Warrant to provide for the issuance of the shares of Common Stock issuable thereunder; (ii) the corporate actions of the Company referenced in clause (f) of the previous paragraph will be in full force and effect, and will not have been, revoked, modified or amended; and (iii) the issuance of the Common Stock will be noted in the Company’s stock ledger. We have further assumed the legal capacity of natural persons, and we have assumed that each party to the documents we have examined or relied on has the legal capacity or authority and, except as expressly set forth in numbered paragraph (3) below, that each such document constitutes a legal, valid, and binding obligation of the parties thereto, enforceable against each such party in accordance with its terms. We have not verified any of those assumptions.
Our opinions in paragraphs 1 and 2 set forth below are limited to the Delaware General Corporation Law (“DGCL”) and reported decisions interpreting the DGCL. Our opinion in paragraph 3 below is limited to the laws of the State of Delaware.
Based upon and subject to the foregoing, it is our opinion that:
(1)the Placement Shares were duly authorized for issuance to the relevant Selling Securityholders and are validly issued, fully paid, and nonassessable;
(2)the issuance of the Warrant Shares has been duly authorized by the Company and, when issued and delivered by the Company against payment therefor upon the exercise of the Warrants in accordance with the terms thereof, the Warrant Shares will be validly issued, fully paid, and non-assessable; and
(3)the Warrants are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.
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Our opinion in paragraph 3 above is subject to (i) the effect of rules of equity governing specific performance, injunctive relief or other equitable remedies or the equitable doctrines of laches, waiver, estoppel or acquiescence or involving the exercise of judicial discretion in any proceedings at law or in equity, (ii) applicable bankruptcy, insolvency, reorganization, liquidation, moratorium, fraudulent transfer or other laws affecting the rights and remedies of creditors generally from time to time in effect, and (iii) limitations imposed by public policy or the judicial imposition of an implied covenant of good faith and fair dealing.
