Exhibit 5.1
LAURA ANTHONY, ESQ. CRAIG D. LINDER, ESQ.* JOHN CACOMANOLIS, ESQ.**
Associates and OF COUNSEL: CHAD FRIEND, ESQ., LLM MICHAEL R. GEROE, ESQ., CIPP/US*** JESSICA HAGGARD, ESQ. **** christopher t. hines ***** PETER P. LINDLEY, ESQ., CPA, MBA JOHN LOWY, ESQ.****** STUART REED, ESQ. LAZARUS ROTHSTEIN, ESQ. SVETLANA ROVENSKAYA, ESQ.******* HARRIS TULCHIN, ESQ. ******** | WWW.ALCLAW.COM WWW.SECURITIESLAWBLOG.COM
DIRECT E-MAIL: LANTHONY@ALCLAW.COM
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*licensed in CA, FL and NY
**licensed in FL and NY
***licensed in CA, DC, MO and NY
****licensed in Missouri
*****licensed in CA and DC
******licensed in NY and NJ
*******licensed in NY and NJ
********licensed in CA and HI (inactive in HI)
October 8, 2024
SBC Medical Group Holdings Incorporated
200 Spectrum Center Dr., Suite 300
Irvine, CA 92618
| Re: | SBC Medical Group Holdings Incorporated Registration Statement on Form S-1 |
Ladies and Gentlemen:
We are acting as counsel to SBC Medical Group Holdings Incorporated, a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1, filed on October 8, 2024 (as amended, the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), covering up 12,134,375 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issuable upon the exercise of certain outstanding warrants of the Company (“Warrant Shares”), 9,350,846 shares of Common Stock (“Resale Shares”), and 634,375 of certain outstanding warrants to purchase shares Common Stock (“Warrants”, together with Warrant Shares and Resale Shares, the “Securities”).
We have examined the originals, or certified, conformed or reproduction copies, of all such records, agreements, instruments and documents as we have deemed relevant or necessary as the basis for the opinion hereinafter expressed. In all such examinations, we have assumed the genuineness of all signatures on originals or certified copies and the conformity to original or certified copies of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to such opinion, we have relied upon, and assumed the accuracy of, certificates and oral or written statements and other information of or from public officials, officers or representatives of the Company, and others.
Based upon the foregoing, and the laws of the State of Delaware, we are of the opinion that:
| 1. | The Resale Shares have been validly issued and are fully paid and non-assessable. |
| 2. | The Warrant Shares have been duly authorized by all necessary corporate action of the Company, and, upon (i) the due execution by the Company and registration by its registrar of the Warrant Shares, and (ii) delivery and payment therefor upon exercise of the Warrants in accordance with their terms, the Warrant Shares will be validly issued, fully paid and non-assessable. |
| 3. | The Warrants, if and when issued and paid for in accordance with the terms of the Warrants, will be valid and binding obligations of the Company enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors’ rights generally and equitable principles of general applicability; |
We express no opinion with regard to the applicability or effect of the law of any jurisdiction other than, as in effect on the date of this letter, (a) the laws of New York, (b) the internal laws of the State of Delaware; and (c) the federal laws of the United States.
With regard to our opinion concerning the Warrants constituting valid and binding obligations of the Company:
(i) Our opinion is subject to, and may be limited by, (a) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, debtor and creditor, and similar laws which relate to or affect creditors’ rights generally, and (b) general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) regardless of whether considered in a proceeding in equity or at law.
(ii) Our opinion is subject to the qualification that the availability of specific performance, an injunction or other equitable remedies is subject to the discretion of the court before which the request is brought.
(iii) We express no opinion as to any provision of the Warrants that: (a) provides for liquidated damages, buy-in damages, monetary penalties, prepayment or make-whole payments or other economic remedies to the extent such provisions may constitute unlawful penalties, (b) relates to advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitations, trial by jury, or procedural rights, (c) restricts non-written modifications and waivers, (d) provides for the payment of legal and other professional fees where such payment is contrary to law or public policy, (e) relates to exclusivity, election or accumulation of rights or remedies, (f) authorizes or validates conclusive or discretionary determinations, or (g) provides that provisions of the Warrants are severable to the extent an essential part of the agreed exchange is determined to be invalid and unenforceable.
(iv) We express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give effect to the choice of New York law or jurisdiction provided for in the Warrants.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Sincerely yours,
| /s/ Laura E. Anthony | |
| Laura E. Anthony, | |
| For the Firm |
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