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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/16/22 Galaxy Next Generation, Inc. S-1 95:15M Yes International/FA |
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 1.76M
2: EX-5.1 Legal Opinion HTML 29K
3: EX-23.1 Auditor Consent HTML 25K
4: EX-FILING FEES Filing Fee Table HTML 37K
10: R1 Document And Entity Information HTML 41K
11: R2 Condensed Consolidated Balance Sheets HTML 132K
12: R3 Condensed Consolidated Statements of Operations HTML 113K
(Unaudited)
13: R4 Condensed Consolidated Statements of Operations HTML 33K
(Unaudited) (Parentheticals)
14: R5 Consolidated Statement of Changes in Stockholders' HTML 134K
Deficit
15: R6 Consolidated Statements of Cash Flows (Unaudited) HTML 164K
16: R7 Summary of Significant Accounting Policies HTML 171K
17: R8 Property and Equipment HTML 38K
18: R9 Lines of Credit HTML 35K
19: R10 Notes Payable HTML 66K
20: R11 Fair Value Measurements HTML 37K
21: R12 Related Party Transactions HTML 52K
22: R13 Lease Agreements HTML 39K
23: R14 Equity HTML 58K
24: R15 Income Taxes HTML 59K
25: R16 Commitments, Contingencies, and Concentrations HTML 36K
26: R17 Material Agreements HTML 46K
27: R18 Acquisitions HTML 35K
28: R19 Stock Plan HTML 32K
29: R20 Going Concern HTML 33K
30: R21 Subsequent Events HTML 35K
31: R22 Accounting Policies, by Policy (Policies) HTML 239K
32: R23 Summary of Significant Accounting Policies HTML 121K
(Tables)
33: R24 Property and Equipment (Tables) HTML 37K
34: R25 Notes Payable (Tables) HTML 71K
35: R26 Fair Value Measurements (Tables) HTML 35K
36: R27 Related Party Transactions (Tables) HTML 50K
37: R28 Lease Agreements (Tables) HTML 43K
38: R29 Equity (Tables) HTML 50K
39: R30 Income Taxes (Tables) HTML 55K
40: R31 Acquisitions (Tables) HTML 33K
41: R32 Summary of Significant Accounting Policies HTML 227K
(Details)
42: R33 Summary of Significant Accounting Policies HTML 69K
(Details) - Schedule of capital structure
43: R34 Summary of Significant Accounting Policies HTML 32K
(Details) - Schedule of contract assets and
contract liabilities
44: R35 Summary of Significant Accounting Policies HTML 42K
(Details) - Schedule of useful lives of property
and equipment
45: R36 Summary of Significant Accounting Policies HTML 53K
(Details) - Schedule of goodwill and intangible
assets
46: R37 Property and Equipment (Details) - Schedule of HTML 46K
property and equipment
47: R38 Lines of Credit (Details) HTML 67K
48: R39 Notes Payable (Details) HTML 29K
49: R40 Notes Payable (Details) - Schedule of long-term HTML 63K
Notes Payable
50: R41 Notes Payable (Details) - Schedule of long-term HTML 98K
Notes Payable (Parentheticals)
51: R42 Notes Payable (Details) - Schedule of future HTML 48K
minimum principal payments on the non-related
party long term notes payable
52: R43 Fair Value Measurements (Details) - Schedule of HTML 37K
fair values determined by level 3 inputs
53: R44 Related Party Transactions (Details) HTML 62K
54: R45 Related Party Transactions (Details) - Schedule of HTML 58K
notes payable
55: R46 Related Party Transactions (Details) - Schedule of HTML 73K
notes payable (Parentheticals)
56: R47 Lease Agreements (Details) HTML 38K
57: R48 Lease Agreements (Details) - Schedule of operating HTML 36K
lease right-of-use assets and operating lease
liabilities
58: R49 Lease Agreements (Details) - Schedule of operating HTML 35K
lease maturities
59: R50 Equity (Details) HTML 101K
60: R51 Equity (Details) - Schedule of fair value of each HTML 37K
equity-based award is estimated period
61: R52 Equity (Details) - Schedule of warrant status HTML 44K
62: R53 Equity (Details) - Schedule of warrants HTML 42K
outstanding
63: R54 Income Taxes (Details) - Schedule of effective tax HTML 37K
rate differed from federal statutory income tax
rate
64: R55 Income Taxes (Details) - Schedule of deferred tax HTML 42K
assets and liabilities
65: R56 Income Taxes (Details) - Schedule of significant HTML 46K
components of deferred tax assets
66: R57 Commitments, Contingencies, and Concentrations HTML 58K
(Details)
67: R58 Material Agreements (Details) HTML 211K
68: R59 Acquisitions (Details) HTML 39K
69: R60 Acquisitions (Details) - Schedule of summarizes HTML 55K
the allocation of the fair value of the assets as
of the acquisition date through pushdown
accounting
70: R61 Stock Plan (Details) HTML 32K
71: R62 Going Concern (Details) HTML 37K
72: R63 Subsequent Events (Details) HTML 105K
73: R64 Summary of Significant Accounting Policies HTML 62K
(Details) - Schedule of capital structure
74: R65 Summary of Significant Accounting Policies HTML 32K
(Details) - Schedule of contract assets and
contract liabilities
75: R66 Summary of Significant Accounting Policies HTML 53K
(Details) - Schedule of goodwill and intangible
assets
76: R67 Property and Equipment (Details) - Schedule of HTML 46K
property and equipment
77: R68 Notes Payable (Details) - Schedule of long-term HTML 67K
Notes Payable
78: R69 Notes Payable (Details) - Schedule of long-term HTML 99K
Notes Payable (Parentheticals)
79: R70 Notes Payable (Details) - Schedule of future HTML 49K
minimum principal payments on the long term notes
payable to unrelated parties
80: R71 Related Party Transactions (Details) - Schedule of HTML 49K
notes payable
81: R72 Related Party Transactions (Details) - Schedule of HTML 44K
notes payable (Parentheticals)
82: R73 Related Party Transactions (Details) - Schedule of HTML 39K
related party notes payable maturities
83: R74 Lease Agreements (Details) - Schedule of under HTML 37K
financing lease agreements
84: R75 Lease Agreements (Details) - Schedule of financing HTML 35K
lease maturities
85: R76 Equity (Details) - Schedule of fair value of each HTML 39K
equity-based award is estimated period
86: R77 Equity (Details) - Schedule of warrant status HTML 47K
87: R78 Equity (Details) - Schedule of warrants HTML 47K
outstanding
88: R79 Income Taxes (Details) - Schedule of effective tax HTML 37K
rate differed from the federal statutory income
tax rate
89: R80 Income Taxes (Details) - Schedule of deferred tax HTML 42K
assets and liabilities
90: R81 Income Taxes (Details) - Schedule of significant HTML 46K
components of deferred tax assets
93: XML IDEA XML File -- Filing Summary XML 187K
91: XML XBRL Instance -- gaxy-20220930.htm_htm XML 2.21M
92: EXCEL IDEA Workbook of Financial Reports XLSX 220K
6: EX-101.CAL XBRL Calculations -- gaxy-20220930_cal XML 137K
7: EX-101.DEF XBRL Definitions -- gaxy-20220930_def XML 1.29M
8: EX-101.LAB XBRL Labels -- gaxy-20220930_lab XML 2.59M
9: EX-101.PRE XBRL Presentations -- gaxy-20220930_pre XML 1.25M
5: EX-101.SCH XBRL Schema -- gaxy-20220930 XSD 448K
94: JSON XBRL Instance as JSON Data -- MetaLinks 490± 726K
95: ZIP XBRL Zipped Folder -- 0001091818-22-000161-xbrl Zip 2.81M
Exhibit 5.1
![[ex51001.jpg]](/DB/SEC/2022-000/1091/818-0001/61-014.jpg "Photo -- [ex51001.jpg]")
The Board of Directors
Galaxy Next Generation, Inc.
285 Big A Road
Re: Galaxy Next Generation, Inc. – Form S-1
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-1 (the “Registration Statement”) to be filed on even date by Galaxy Next Generation, Inc., a Nevada corporation (the “Company”), with the Securities and Exchange Commission with respect to the registration of up to an aggregate of 10,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), which may be issued to ClearThink Capital Partners LLC (the “Selling Shareholder”) pursuant to a Purchase Agreement between the Company and the Selling Shareholder, dated November 7, 2022, (the “Purchase Agreement”), of which 500,000 shares of Common Stock were authorized for issuance to the Selling Shareholder upon execution of the Purchase Agreement (the “Commitment Shares”) and 9,500,000 shares of Common Stock may be issued and sold to the Selling Shareholder pursuant to the Purchase Agreement (the “Purchased Shares”).
As counsel to the Company, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the Nevada Revised Statutes, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Nevada, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.
We have made such examination as we have deemed necessary for the purpose of this opinion. Based upon such examination, it is our opinion, that, the Commitment Shares are, and when the Registration Statement has become effective under the Securities Act of 1933, as amended, and when the Purchased Shares are sold and issued pursuant to the terms of the Purchase Agreement and the Plan of Distribution as described in the Registration Statement, the Purchased Shares of Common Stock so issued will be, validly issued, fully paid and non-assessable.
No opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement. In connection with this opinion we have examined and relied on the representations and warranties as to factual matters in the Registration Statement. Our knowledge of the Company and its legal and other affairs is limited by the scope of our engagement, which scope includes the delivery of this opinion letter. We do not represent the Company with respect to all legal matters or issues. The Company may employ other independent counsel and, to our knowledge, handles certain matters and issues without the assistance of independent counsel.
This opinion is given as of the date hereof. We assume no obligation to advise you of changes that may hereafter be brought to our attention.
We consent to the inclusion of this opinion as an exhibit to the Registration Statement and further consent to all references to us under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours,
| This ‘S-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 11/16/22 | |||
| 11/7/22 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/23/22 Galaxy Next Generation, Inc. S-1/A 93:15M Yes International/FA |