EXHIBIT 5.1
|
Loeb & Loeb LLP
345 Park Avenue New York, NY 10154-1895 |
Main Fax |
212.407.4000 212.407.4990 |
January 23, 2025
Airship AI Holdings, Inc.
8210 154th Ave NE
Redmond, WA 98052
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Airship AI Holdings, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3 to which this opinion is filed as an exhibit (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration for resale by the selling stockholder named therein (the “Selling Stockholder”) of up to 2,162,162 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, issuable upon the exercise of warrants issued to the Selling Stockholder (the “Warrants”).
The Shares may be offered from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act, as set forth in the Registration Statement, any amendment thereto, the prospectus contained in the Registration Statement (the “Prospectus”) and one or more supplements to the Prospectus.
In connection with this opinion, we have examined and relied upon the Registration Statement and the Warrants. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of the Company’s certificate of incorporation and bylaws, and such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies.
Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized for issuance and, when issued and paid for in accordance with the terms and conditions of the Warrants, will be validly issued, fully paid and nonassessable.
The opinions we express herein are limited to matters involving the Delaware General Corporation Law.
Los Angeles New York Chicago Nashville San Francisco Washington, DC Beijing Hong Kong www.loeb.com
A limited liability partnership including professional corporations |
|
|
Airship AI Holdings, Inc. January 23, 2025 Page 2 |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference made to us under the caption “Legal Matters” in the Prospectus constituting part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K promulgated under the Securities Act.
Sincerely,
/s/ Loeb & Loeb LLP
Loeb & Loeb LLP
