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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/08/20 Gaucho Group Holdings, Inc. S-1/A 132:13M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 1.77M
(General Form)
2: EX-1 Underwriting Agreement or Conflict Minerals Report HTML 242K
3: EX-3.5 Articles of Incorporation/Organization or Bylaws HTML 65K
5: EX-4.10 Instrument Defining the Rights of Security Holders HTML 111K
4: EX-4.9 Instrument Defining the Rights of Security Holders HTML 120K
6: EX-5.1 Opinion of Counsel re: Legality HTML 43K
7: EX-21.1 Subsidiaries List HTML 38K
8: EX-23.1 Consent of Expert or Counsel HTML 37K
15: R1 Document and Entity Information HTML 52K
16: R2 Condensed Consolidated Balance Sheets HTML 170K
17: R3 Condensed Consolidated Balance Sheets HTML 74K
(Parenthetical)
18: R4 Condensed Consolidated Statements of Operations HTML 103K
19: R5 Condensed Consolidated Statements of Comprehensive HTML 62K
Loss
20: R6 Condensed Consolidated Statement of Changes in HTML 186K
Temporary Equity and Stockholders' (Deficiency)
Equity
21: R7 Condensed Consolidated Statements of Cash Flows HTML 173K
22: R8 Organization HTML 43K
23: R9 Going Concern and Management's Liquidity Plans HTML 49K
24: R10 Summary of Significant Accounting Policies HTML 132K
25: R11 Inventory HTML 46K
26: R12 Property and Equipment HTML 46K
27: R13 Prepaid Foreign Taxes HTML 39K
28: R14 Investments and Fair Value of Financial HTML 65K
Instruments
29: R15 Accrued Expenses HTML 49K
30: R16 Deferred Revenues HTML 41K
31: R17 Loans Payable HTML 76K
32: R18 Debt Obligations HTML 61K
33: R19 Income Taxes HTML 67K
34: R20 Convertible Debt Obligations HTML 48K
35: R21 Related Party Transactions HTML 46K
36: R22 Benefit Contribution Plan HTML 42K
37: R23 Temporary Equity and Stockholders' Deficiency HTML 141K
38: R24 Leases HTML 45K
39: R25 Segment Data HTML 95K
40: R26 Commitments and Contingencies HTML 54K
41: R27 Subsequent Events HTML 47K
42: R28 Summary of Significant Accounting Policies HTML 195K
(Policies)
43: R29 Summary of Significant Accounting Policies HTML 80K
(Tables)
44: R30 Inventory (Tables) HTML 47K
45: R31 Property and Equipment (Tables) HTML 44K
46: R32 Investments and Fair Value of Financial HTML 57K
Instruments (Tables)
47: R33 Accrued Expenses (Tables) HTML 47K
48: R34 Deferred Revenues (Tables) HTML 41K
49: R35 Loans Payable (Tables) HTML 67K
50: R36 Debt Obligations (Tables) HTML 54K
51: R37 Income Taxes (Tables) HTML 67K
52: R38 Convertible Debt Obligations (Tables) HTML 44K
53: R39 Temporary Equity and Stockholders' Deficiency HTML 117K
(Tables)
54: R40 Leases (Tables) HTML 46K
55: R41 Segment Data (Tables) HTML 88K
56: R42 Commitments and Contingencies (Tables) HTML 50K
57: R43 Organization (Details Narrative) HTML 38K
58: R44 Organization (Details Narrative) (10-K) HTML 38K
59: R45 Going Concern and Management's Liquidity Plans HTML 75K
(Details Narrative)
60: R46 Going Concern and Management's Liquidity Plans HTML 51K
(Details Narrative) (10-K)
61: R47 Summary of Significant Accounting Policies HTML 65K
(Details Narrative)
62: R48 Summary of Significant Accounting Policies HTML 96K
(Details Narrative) (10-K)
63: R49 Summary of Significant Accounting Policies - HTML 58K
Schedule of Plant and Equipment, Useful Life
(Details) (10-K)
64: R50 Summary of Significant Accounting Policies - HTML 50K
Schedule of Long-lived Assets by Geographic Areas
(Details) (10-K)
65: R51 Summary of Significant Accounting Policies - HTML 58K
Schedule of Revenue from External Customers by
Geographic Areas (Details) (10-K)
66: R52 Summary of Significant Accounting Policies - HTML 58K
Schedule of Revenue Recognized
Multiple-Deliverable Arrangements (Details)
67: R53 Summary of Significant Accounting Policies - HTML 58K
Schedule of Revenue Recognized
Multiple-Deliverable Arrangements (Details) (10-K)
68: R54 Summary of Significant Accounting Policies - HTML 52K
Schedule of Antidilutive Securities Excluded from
Computation of Earnings Per Share (Details)
69: R55 Summary of Significant Accounting Policies - HTML 52K
Schedule of Antidilutive Securities Excluded from
Computation of Earnings Per Share (Details) (10-K)
70: R56 Inventory - Schedule of Inventory (Details) HTML 48K
71: R57 Inventory - Schedule of Inventory (Details) (10-K) HTML 48K
72: R58 Property and Equipment (Details Narrative) (10-K) HTML 48K
73: R59 Property and Equipment - Schedule of Property, HTML 62K
Plant and Equipment (Details) (10-K)
74: R60 Prepaid Foreign Taxes (Details Narrative) (10-K) HTML 46K
75: R61 Investments and Fair Value of Financial HTML 43K
Instruments (Details Narrative)
76: R62 Investments and Fair Value of Financial HTML 43K
Instruments (Details Narrative) (10-K)
77: R63 Investments and Fair Value of Financial HTML 55K
Instruments - Schedule of Investments at Fair
Value (Details)
78: R64 Investments and Fair Value of Financial HTML 55K
Instruments - Schedule of Investments at Fair
Value (Details) (10-K)
79: R65 Investments and Fair Value of Financial HTML 43K
Instruments - Schedule of Fair Value, Assets
Measured on Recurring Basis (Details)
80: R66 Investments and Fair Value of Financial HTML 43K
Instruments - Schedule of Fair Value, Assets
Measured on Recurring Basis (Details) (10-K)
81: R67 Accrued Expenses (Details Narrative) (10-K) HTML 43K
82: R68 Accrued Expenses - Schedule of Accrued Expenses HTML 53K
(Details)
83: R69 Accrued Expenses - Schedule of Accrued Expenses HTML 54K
(Details) (10-K)
84: R70 Deferred Revenues (Details Narrative) (10-K) HTML 52K
85: R71 Deferred Revenues - Schedule of Deferred Revenues HTML 43K
(Details) (10-K)
86: R72 Loans Payable (Details Narrative) HTML 121K
87: R73 Loans Payable (Details Narrative) (10-K) HTML 136K
88: R74 Loans Payable - Schedule of Loans Payable HTML 73K
(Details)
89: R75 Loans Payable - Schedule of Loans Payable HTML 64K
(Details) (10-K)
90: R76 Loans Payable - Schedule of Future Minimum HTML 44K
Principal Payments of Loans Payable (Details)
(10-K)
91: R77 Debt Obligations (Details Narrative) HTML 40K
92: R78 Debt Obligations (Details Narrative) (10-K) HTML 125K
93: R79 Debt Obligations - Schedule of Debt Obligations HTML 59K
(Details)
94: R80 Debt Obligations - Schedule of Debt Obligations HTML 59K
(Details) (10-K)
95: R81 Income Taxes (Details Narrative) (10-K) HTML 72K
96: R82 Income Taxes - Schedule of Income Before Income HTML 43K
Tax, Domestic and Foreign (Details) (10-K)
97: R83 Income Taxes - Schedule of Components of Income HTML 60K
Tax Provision (Benefit) (Details) (10-K)
98: R84 Income Taxes - Schedule of Effective Income Tax HTML 56K
Rate Reconciliation (Details) (10-K)
99: R85 Income Taxes - Schedule of Deferred Tax Assets HTML 59K
(Details) (10-K)
100: R86 Convertible Debt Obligations (Details Narrative) HTML 71K
101: R87 Convertible Debt Obligations - Schedule of HTML 50K
Convertible Debt Obligations (Details)
102: R88 Related Party Transactions (Details Narrative) HTML 71K
103: R89 Related Party Transactions (Details Narrative) HTML 64K
(10-K)
104: R90 Benefit Contribution Plan (Details Narrative) HTML 40K
105: R91 Benefit Contribution Plan (Details Narrative) HTML 40K
(10-K)
106: R92 Temporary Equity and Stockholders' Deficiency HTML 123K
(Details Narrative)
107: R93 Temporary Equity and Stockholders' Deficiency HTML 369K
(Details Narrative) (10-K)
108: R94 Temporary Equity and Stockholders' Deficiency - HTML 76K
Summary of Warrants Activity (Details)
109: R95 Temporary Equity and Stockholders' Deficiency - HTML 76K
Summary of Warrants Activity (Details) (10-K)
110: R96 Temporary Equity and Stockholders' Deficiency - HTML 58K
Schedule of Warrants Outstanding and Exercisable
(Details)
111: R97 Temporary Equity and Stockholders' Deficiency - HTML 54K
Schedule of Warrants Outstanding and Exercisable
(Details) (10-K)
112: R98 Temporary Equity and Stockholders' Deficiency - HTML 51K
Schedule of Fair Value Assumptions of Stock Option
(Details)
113: R99 Temporary Equity and Stockholders' Deficiency - HTML 51K
Schedule of Fair Value Assumptions of Stock Option
(Details) (10-K)
114: R100 Temporary Equity and Stockholders' Deficiency - HTML 76K
Schedule of Stock Option Activity (Details)
115: R101 Temporary Equity and Stockholders' Deficiency - HTML 76K
Schedule of Stock Option Activity (Details) (10-K)
116: R102 Temporary Equity and Stockholders' Deficiency - HTML 70K
Schedule of Stock Option Outstanding and
Exercisable (Details)
117: R103 Temporary Equity and Stockholders' Deficiency - HTML 70K
Schedule of Stock Option Outstanding and
Exercisable (Details) (10-K)
118: R104 Leases (Details Narrative) HTML 48K
119: R105 Leases - Schedule of Supplemental Cash Flows HTML 46K
Information Related to Leases (Details)
120: R106 Segment Data (Details Narrative) HTML 38K
121: R107 Segment Data (Details Narrative) (10-K) HTML 38K
122: R108 Segment Data - Schedule of Segment Information HTML 59K
(Details)
123: R109 Segment Data - Schedule of Segment Information HTML 111K
(Details) (10-K)
124: R110 Commitments and Contingencies (Details Narrative) HTML 61K
125: R111 Commitments and Contingencies (Details Narrative) HTML 55K
(10-K)
126: R112 Commitments and Contingencies - Schedule of HTML 46K
Supplemental Cash Flows Information Related to
Leases (Details) (10-K)
127: R113 Commitments and Contingencies - Schedule of Future HTML 40K
Minimum Payments On Operating Leases (Details)
(10-K)
128: R114 Subsequent Events (Details Narrative) HTML 85K
129: R115 Subsequent Events (Details Narrative) (10-K) HTML 67K
131: XML IDEA XML File -- Filing Summary XML 253K
130: EXCEL IDEA Workbook of Financial Reports XLSX 199K
9: EX-101.INS XBRL Instance -- vino-20200930 XML 3.43M
11: EX-101.CAL XBRL Calculations -- vino-20200930_cal XML 311K
12: EX-101.DEF XBRL Definitions -- vino-20200930_def XML 1.39M
13: EX-101.LAB XBRL Labels -- vino-20200930_lab XML 1.75M
14: EX-101.PRE XBRL Presentations -- vino-20200930_pre XML 1.66M
10: EX-101.SCH XBRL Schema -- vino-20200930 XSD 326K
132: ZIP XBRL Zipped Folder -- 0001493152-20-023111-xbrl Zip 264K
Exhibit 5.1
Gaucho Group Holdings, Inc.
8 Union Square South, Suite 2A
Ladies and Gentlemen:
We have acted as special counsel to Gaucho Group Holdings, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-1 (No. 333-233586) (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).
The Registration Statement relates to the issuance and sale by the Company of: (i) up to 1,533,333 Company units (the “Units”), with each unit consisting of one share of Company common stock, par value $0.01 per share (the “Common Stock”) and one common stock purchase warrant (the “Warrants”) to purchase one share of Common Stock (the “Warrant Shares”), which includes 200,000 Units subject to the underwriters’ over-allotment option; and (ii) the underwriters warrant (“UW Warrant”) to purchase up to 92,000 shares of Common Stock (the “UW Warrant Shares”); in each case as further described in the Registration Statement.
In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the Registration Statement and the exhibits thereto and such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including, without limitation: (i) the Amended and Restated Certificate of Incorporation of the Company (as amended to date) and the Amended and Restated Bylaws of the Company, each as currently in effect; (ii) the form of the Company’s Amended and Restated Certificate of Incorporation, filed as Exhibit 3.5 to the Registration Statement to be in effect as of the closing of the offering contemplated by the Registration Statement; (iii) certain resolutions adopted by the board of directors of the Company; (iv) the form of underwriting agreement to be executed by the Company and Kingswood Capital Markets, which has been filed as Exhibit 1.1 to the Registration Statement (the “Underwriting Agreement”); (v) the form of Warrant; and (vi) the form of UW Warrant.
As to questions of fact material to this opinion, we have relied on certificates or comparable documents of public officials and of officers and representatives of the Company. In rendering the opinion expressed below, we have assumed without verification the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of such copies.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
| Tel 303 796 2626 | 6400 S. Fiddler’s Green Circle, Suite 1000 |
C:
Gaucho Group Holdings, Inc.
Page 2
On the basis of the foregoing, and in reliance thereon, we are of the opinion that: (i) the Common Stock issued as a part of the Units, when sold and issued against payment therefor as described in the Registration Statement, will be validly issued, fully paid and non-assessable; (ii) the Warrants issued as a part of the Units have been authorized by the Company, and when issued by the Company, the Warrants will be a legally valid and binding obligation of the Company; (ii) the UW Warrant has been duly authorized by the Company and, when issued by the Company in accordance with the terms of the Underwriting Agreement, the UW Warrant will be a legally valid and binding obligation of the Company; and (iii) the Warrant Shares and UW Warrant Shares have been duly authorized for issuance by the Company and, when paid for in accordance with the terms of the Warrants and UW Warrant, will be validly issued, fully paid and non-assessable.
We 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 In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
| Sincerely, | |
| /s/Burns, Figa & Will, P.C. | |
| BURNS, FIGA & WILL, P.C. |
| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 12/8/20 | None on these Dates | ||
| List all Filings | ||||