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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/30/20 UAS Drone Corp. S-1 40:2.9M Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 728K
2: EX-5.1 Opinion of Sullivan & Worcester LLP HTML 21K
3: EX-23.1 Consent of D. Brooks and Associates CPAs, P.A HTML 13K
4: EX-23.2 Consent of Halperin Ilanit CPA HTML 13K
13: R1 Document and Entity Information HTML 30K
27: R2 Balance Sheets HTML 72K
38: R3 Balance Sheets (Parenthetical) HTML 23K
19: R4 Statements of Operations HTML 60K
14: R5 Statement of Stockholders' Deficit HTML 24K
28: R6 Statements of Cash Flows HTML 64K
40: R7 General HTML 20K
18: R8 Summary of Significant Accounting Policies HTML 24K
15: R9 Related Party Transactions HTML 17K
25: R10 Notes Payable HTML 24K
37: R11 Equity HTML 25K
21: R12 Income Taxes HTML 32K
17: R13 Subsequent Events HTML 35K
24: R14 Summary of Significant Accounting Policies HTML 44K
(Policies)
36: R15 Equity (Tables) HTML 24K
20: R16 Income Taxes (Tables) HTML 32K
16: R17 General (Details) HTML 16K
26: R18 Summary of Significant Accounting Policies HTML 20K
(Details)
35: R19 Related Party Transactions (Details) HTML 28K
23: R20 Notes Payable (Details) HTML 54K
12: R21 Equity (Details) HTML 48K
30: R22 Equity (Details Textual) HTML 23K
33: R23 Income Taxes (Details) HTML 29K
22: R24 Income Taxes (Details 1) HTML 32K
11: R25 Income Taxes (Details 2) HTML 37K
29: R26 Income Taxes (Details Textual) HTML 31K
32: R27 Subsequent Events (Details) HTML 74K
34: XML IDEA XML File -- Filing Summary XML 64K
39: EXCEL IDEA Workbook of Financial Reports XLSX 34K
5: EX-101.INS XBRL Instance -- cik0001638911-20191231 XML 341K
7: EX-101.CAL XBRL Calculations -- cik0001638911-20191231_cal XML 84K
8: EX-101.DEF XBRL Definitions -- cik0001638911-20191231_def XML 140K
9: EX-101.LAB XBRL Labels -- cik0001638911-20191231_lab XML 428K
10: EX-101.PRE XBRL Presentations -- cik0001638911-20191231_pre XML 311K
6: EX-101.SCH XBRL Schema -- cik0001638911-20191231 XSD 66K
31: ZIP XBRL Zipped Folder -- 0001213900-20-010622-xbrl Zip 48K
Exhibit 5.1
UAS Drone Corp.
1 Etgar Street
Tirat-Carmel
3903212, Israel
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration Statement on Form S-1 (the “Registration Statement”) being filed by UAS Drone Corp., a Nevada corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of (I) 63,856 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) to be issued to certain stockholders of Duke Robotics, Inc., a majority-owned subsidiary of the registrant, upon the consummation of a short-form merger agreement (the “Primary Offering Shares”), and (II) an aggregate of 18,200,592 shares of Company’s Common Stock to be sold, from time to time, by the selling stockholders identified in the Company’s Registration Statement under the heading “Selling Stockholders,” which consist of (i) 14,550,859 shares of Common Stock held by certain selling stockholders (the “Selling Stockholder Shares”), (ii) 2,580,214 shares of Company’s Common Stock (the “CLA Shares”) issuable upon conversion of certain convertible loan agreements (the “Convertible Loan Agreements”), and (iii) 1,069,519 shares of Company’s Common Stock (the “Debenture Shares”) issuable upon conversion of convertible debentures (the “Convertible Debentures”).
We are acting as counsel for Company in connection with the Registration Statement. We have examined signed copies of the Registration Statement, the Convertible Loan Agreements and the Convertible Debentures, and have also examined and relied upon minutes of meetings of the Board of Directors of the Company as provided to us by the Company, the Articles of Incorporation and By-Laws of the Company, each as restated and/or amended to date (collectively the “Charter Documents”), and such other documents as we have deemed necessary for purposes of rendering the opinions hereinafter set forth.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. Other than our examination of the documents indicated above, we have made no other examination in connection with this opinion.
The opinions rendered herein are limited to the Nevada Revised State Statutes and the federal laws of the United States. For purposes of our opinion, we have examined an official compilation of "Title 7 - Business Associations; Securities; Commodities, Chapter - 78 - Private Corporations" of the Nevada Revised Statutes. Such examination was limited to the provisions of such statute only, and did not include any annotations or commentary related thereto. We do not purport to be experts on the laws of the State of Nevada and our opinion is based upon such limited experience. We express no opinion herein concerning the federal laws of the United States of America or any state securities or blue sky laws.
C:
UAS Drone Corp.
Page 2
Based upon and subject to the foregoing, we are of the opinion that:
| (1) | With respect to the Primary Offering Shares, when (i) specifically authorized for issuance by the Company’s Board of Directors or an authorized committee thereof (the “Authorizing Resolutions”); (ii) the Registration Statement has become effective under the Securities Act; (iii) the terms of the sale of the Primary Offering Shares have been duly established in conformity with the Charter Documents and do not violate any applicable law or result in a default under or breach of any agreement or instrument binding on the Company and comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; (iv) the Primary Offering Shares have been issued and sold as contemplated by the Registration Statement and any prospectus supplement, if applicable; and (v) the Company has received the consideration provided for in the Authorizing Resolutions and such consideration is not less than the par value of the Primary Offering Shares, the Primary Offering Shares will be validly issued, fully paid and nonassessable.; |
| (2) | The Selling Stockholder Shares are duly authorized, validly issued, fully paid and non-assessable securities of the Company; |
| (3) | When the CLA Shares are issued and sold as contemplated by the terms of the Convertible Loan Agreements and as contemplated by the Registration Statement, the CLA Shares will be validly issued, fully paid and nonassessable; and |
| (4) | When the Debenture Shares are issued and sold as contemplated by the terms of the Convertible Debentures and as contemplated by the Registration Statement, the Debenture Shares will be validly issued, fully paid and nonassessable. |
The opinions set forth herein are rendered as of the date hereof, and we assume no obligation to update such opinions to reflect any facts or circumstances which may hereafter come to our attention or any changes in the law which may hereafter occur (which may have retroactive effect).
This opinion is rendered to you in connection with the filing of the Registration Statement. This opinion may not be relied upon for any other purpose, or furnished to, quoted or relied upon by any other person, firm or corporation for any purpose, without our prior written consent, except that (A) this opinion may be furnished or quoted to judicial or regulatory authorities having jurisdiction over you, and (B) this opinion may be relied upon by purchasers and holders of the securities covered by the Registration Statement currently entitled to rely on it pursuant to applicable provisions of federal securities law.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the Registration Statement. In giving such 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: | 4/30/20 | None on these Dates | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/28/21 UAS Drone Corp. POS AM 68:3.3M EdgarAgents LLC/FA 5/11/20 SEC UPLOAD¶ 7/20/20 2:42K UAS Drone Corp. |