Exhibit 5.1
 | Dykema Gossett PLLC 39577 Woodward Avenue Suite 300 Bloomfield Hills, MI 48304 www.dykema.com Tel: (248) 203-0700 Fax: (248) 203-0763 |
January 9, 2024 |
American Shared Hospital Services 601 Montgomery Street Suite 1112 San Francisco, California 94111 |
Re: | Registration on Form S-8 for the American Shared Hospital Services Incentive Compensation Plan, as amended and restated effective June 25, 2021 |
Ladies and Gentlemen:
We have acted as special counsel to American Shared Hospital Services, a California corporation (the “Company”), in connection with the filing with the Securities and Exchange Commission (the “Commission”) of the Form S-8 Registration Statement (the “Registration Statement”) relating to the registration of the offer and sale of up to 950,000 shares (the “Shares”) of the Company’s common stock, no par value (the “Common Stock”), issuable pursuant to the terms and in the manner set forth in the American Shared Hospital Services Incentive Compensation Plan, as amended and restated effective June 25, 2021, f/k/a American Shared Hospital Services 2006 Stock Incentive Plan (the “Plan”). This opinion letter is delivered pursuant to the requirements of Item 601(b)(5) of Regulation S‑K promulgated under the Securities Act of 1933, as amended (the “Act”).
In connection with this opinion letter, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement, to be filed with the Commission under the Act; (ii) the Articles of Incorporation of the Company, as amended and as currently in effect; (iii) the Bylaws of the Company, as amended and restated and as currently in effect; (iv) the Plan; and (v) records of corporate proceedings that have occurred prior to the date hereof with respect to the Registration Statement. We have also examined such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. As to any facts material to this opinion that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.
California | Illinois | Michigan | Minnesota | Texas | Washington, D.C. | Wisconsin
American Shared Hospital Services
January 9, 2024
Page 2
Based upon the foregoing and subject to the assumptions, qualifications, and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and, when issued, paid for, and delivered pursuant to the terms and in the manner set forth in the Plan, and assuming that the Shares have been and remain duly reserved for issuance within the limits of the Common Stock then remaining authorized but unissued, the Shares will be validly issued, fully paid, and nonassessable.
The foregoing opinion is based upon and limited to the General Corporation Law of the State of California (including the statutory provisions, the applicable provisions of the California Constitution, and reported judicial decisions interpreting the foregoing). We express no opinion herein as to any other laws, statutes, regulations, or ordinances. This opinion is given as of the date hereof and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes that may hereafter occur. This opinion letter is being furnished solely for the Company’s benefit in connection with the offer, sale, and issuance of the Shares and is not to be used, quoted, or otherwise referred to for any other purpose without our prior written consent.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby concede that we are experts within the meaning of the Act or that our firm is within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
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| Very truly yours, |
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| /s/ Dykema Gossett PLLC |
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| Dykema Gossett PLLC |
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