Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan — Form S-8 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-8 Registration Statement HTML 56K
2: EX-4.4 Amendments to Certificate of Formation of Sanara HTML 8K
Medtech Inc
3: EX-4.6 Sanara Medtech Inc. 2014 Omnibus Long Term HTML 118K
Incentive Plan
4: EX-5.1 Opinion of Kelly Hart & Hallman LLP Regarding HTML 12K Legality of Issued Shares of Common Stock
5: EX-23.2 Consent of Malonebailey LLP, Independent HTML 7K
Registered Public Accounting Firm
‘EX-5.1’ — Opinion of Kelly Hart & Hallman LLP Regarding Legality of Issued Shares of Common Stock
This
firm has acted as counsel to Sanara MedTech Inc., a Texas
corporation (the “Company”), in connection
with a Registration Statement on Form S-8 of the Company (the
“Registration
Statement”), being filed on the date hereof with the
Securities and Exchange Commission under the Securities Act of
1933, as amended (the “Securities Act”),
relating to the proposed issuance of up to 2,000,000 shares (the “Shares”) of the Company's
common stock, par value $0.001 per share (the “Common Stock”),
authorized for issuance pursuant to the Sanara MedTech Inc. 2014
Omnibus Long Term Incentive Plan (the “Plan”). This opinion is
being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act.
In
rendering this opinion letter we have examined originals or copies
(certified or otherwise identified to our satisfaction) of the
Registration Statement, corporate records of the Company, documents
of public officials and officials of the Company, and such other
documents as we have deemed appropriate for the purposes of this
opinion letter.
In
connection with such examination, we have assumed that (i) all
documents submitted to or reviewed by us are accurate and complete,
each such document that is an original is authentic, each such
document that is a copy conforms to an authentic original, and all
signatures on each such document are genuine; (ii) each individual
who signed such documents had the legal capacity to do so; and
(iii) all persons who signed such documents on behalf of a
corporation or other organization were duly authorized to do
so.
We have
also assumed that (a) upon issuance, the certificates evidencing
the Shares will have been duly signed by Company officers and
countersigned by the transfer agent and registered by the registrar
for the Common Stock or, if the Shares are uncertificated, valid
book-entry notations for the issuance of the Shares in
uncertificated form will have been duly made in the share register
of the Company, (b) each
award agreement setting forth the terms of each award granted
pursuant to the Plan will be consistent with the Plan and duly
authorized and validly executed and delivered by the parties
thereto, and (c) at the time of each issuance of Shares, there will
be sufficient shares of Common Stock authorized for issuance under
the Company's certificate of formation that have not otherwise been
issued or reserved or committed for issuance, and the consideration given for
issued Shares will not be less than the par value of the
Shares.
Based
upon the foregoing, we are of the opinion that when the Shares have
been issued and delivered upon payment therefor in accordance with
the terms of the Plan and applicable award agreement, the Shares
will be duly authorized, validly issued, fully paid and
non-assessable.
This
opinion letter is limited to the laws of the State of
Texas. We express no opinion as to the laws, rules or
regulations of any other jurisdiction, including the federal laws
of the United States of America.
This
opinion is limited to the specific opinions stated herein, and no
other opinion is implied or may be inferred beyond the specific
opinions expressly stated herein.
We
hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement and to the references to our name
included in or made a part of the Registration Statement. In giving
such consent, we do not admit that we come within the category of
persons whose consent is required under Section 7 of the Securities
Act, and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.
Respectfully
submitted,
/s/
Kelly Hart & Hallman
KELLY
HART & HALLMAN LLP
FORT WORTH OFFICE | 201 Main Street, Suite 2500 | Fort Worth, TX76102 | Telephone: (817) 332-2500 | Fax: (817)
878-9280
Kelly Hart & Hallman, a Limited Liability Partnership
|
www.kellyhart.com
