Exhibit 5.1
Faegre Baker Daniels LLP
1470 Walnut Street, Suite 300
Boulder, CO 80302
July 28, 2015
Encision Inc.
6797 Winchester Circle
Boulder, CO 80301
Re: Encision Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Encision Inc. (the “Company”), in connection with the proposed issuance and sale of up to 700,000 shares of the Company’s common stock, no par value (the “Shares”) pursuant to the Company’s Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”). This opinion is being furnished in accordance with the requirements of Item 8(a) of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company’s charter documents and the corporate proceedings taken by the Company in connection with the authorization of the issuance and sale of the Shares. Based on such review, we are of the opinion that the Shares have been duly authorized, and if, as and when issued in accordance with the Company’s 2014 Equity Incentive Plan, will upon such issuance and sale, be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1 to 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 Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K.
This opinion letter is rendered as of the date first written above. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Shares.
| FAEGRE BAKER DANIELS LLP | |
|
| |
|
| |
| By: | /s/ James H. Carroll |
|
| James H. Carroll |
