EXHIBIT 5.1
July 23, 2018
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to DPW Holdings, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company under the Securities Act of 1933, as amended, covering the resale by the selling stockholders of up to of up to 12,327,847 shares of the Company’s Class A common stock, consisting of 9,333,333 shares of our common stock (the “Conversion Shares”) that we may issue from time to time upon conversion of principal and interest under (a) a Senior Secured Convertible Promissory Note issued on May 15, 2018 in the aggregate principal amount of $6,000,000 (the “May Convertible Note”), and (b) a Senior Secured Convertible Promissory Note issued on July 2, 2018 in the aggregate principal amount of $1,000,000 (the “July Convertible Note”), 993,588 shares (the “Warrant Shares”) that are issuable upon exercise of warrants issued on April 16, 2018 (the “Warrants”), 600,926 shares that issued to institutional investors pursuant to securities purchase agreements entered into on April 16, 2018 and May 15, 2018 (the “Commitment Shares”) and 1,400,000 shares that were issued to us in consideration for legal services rendered (the “Vendor Shares” and, together with the Commitment Shares, the “Shares”).
In connection with this opinion, we have examined and relied upon the Registration Statement and related Prospectus included therein, the Company’s Certificate of Incorporation and Bylaws, as currently in effect and the originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as we deem necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion as to whether any particular laws other than those identified above are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.
Based upon the foregoing, and in reliance thereon, we are of the opinion that the Note Shares, Warrant Shares and Shares have been duly authorized and that the Shares are validly issued, fully paid and nonassessable, and that when the Note Shares are issued upon the conversion and in accordance with the terms of the Convertible Note and the Warrant Shares are issued upon the exercise and in accordance with the terms of the Warrants, upon receipt of the consideration contemplated thereby, such Note Shares and Warrant Shares, respectively, will be validly issued, fully paid and nonassessable.
We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
/s/ Sichenzia Ross Ference Kesner LLP | |
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