Pre-Effective Amendment to Registration Statement (General Form) — Form S-1 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: S-1/A Amended Registration Statement HTML 476K
2: EX-4.2 Form of Subscription Agent Agreement by and HTML 57K
Between Growlife, Inc. and Direct
Transfer, LLC
3: EX-4.3 Form of Non-Transferable Rights Certificate HTML 26K
4: EX-4.4 Form of Warrant, Exercise Price $0.018 HTML 92K
5: EX-4.5 Form of Warrant, Exercise Price $0.024 HTML 91K
6: EX-5.1 Opinion of Horwitz Armstrong HTML 20K
7: EX-8.1 Legal Opinion of Horwitz Armstrong HTML 16K
8: EX-23.1 Consent of Sd Mayer, & Associates HTML 9K
9: EX-99.1 Form of Instructions as to Use of Subscription HTML 30K
Right Certificate
10: EX-99.2 Form of Letter to Shareholders Who Are Record HTML 16K
Holders
11: EX-99.3 Form of Letter to Brokers, Dealers, Banks and HTML 20K
Other Nominees
12: EX-99.4 Form of Broker Letter to Clients Who Are HTML 18K
Beneficial Holders
13: EX-99.5 Form of Beneficial Owner Election Form HTML 16K
14: EX-99.6 Form of Nominee Holder Certification HTML 15K
15: EX-99.7 Form of Notice of Guaranteed Delivery HTML 26K
GrowLife,
Inc. - Registration Statement on Form
S-1
Ladies and Gentlemen:
We
have acted as counsel to GrowLife, Inc., a Delaware corporation
(the “Company”), in connection with the preparation and
filing with the Securities and Exchange Commission (the
“Commission”) pursuant to the Securities Act of 1933,
as amended (the “Securities Act”), and the rules and
regulations promulgated thereunder (the “Rules”), of a
registration statement on Form S-1 (No. 333-227171) (the
“Registration Statement”), including the prospectus
contained therein (the “Prospectus”) relating to the
distribution of nontransferable subscription rights (the
“Rights”) to its stockholders. Each Right reflects the
right of the holder to purchase, together for a single purchase
price, one share of the Company’s common stock, par value
$0.0001 per share (“Common Stock”) (such shares of
Common Stock underlying all of the Rights, the “Rights
Shares”) and two ½ warrants , consisting of one ½
warrant which will be exercisable for one share of our Common Stock
at an exercise price of $0.018 per share and one ½ warrant
exercisable for one share of our Common Stock at an exercise price
of $0.024 (collectively with all such warrants, the
“Warrants,” and such shares of Common Stock underlying
all of the Warrants, the “Warrant Shares”). The
aggregate Rights may be exercised for an aggregate amount of up to
$6,000,000.
As
counsel for the Company and for purposes of our opinion set forth
below, we have examined and relied upon the truth, accuracy, and
completeness of the facts, statements and representations contained
in the Registration Statement (including any exhibits thereto)
and such other documents, certificates, records, statements and
representations as we have deemed necessary or appropriate as a
basis for the opinion set forth below. We have not, however,
undertaken an independent investigation of any factual matter set
forth in any of the foregoing.
In
addition, we have assumed, with your permission, (i) that the
Rights Offering will be consummated as described in the
Registration Statement, (ii) that the statements concerning
the terms of the Rights Offering contained in the Registration
Statement are true, correct and complete and will remain true,
correct and complete at all relevant times, (iii) the
authenticity of original documents submitted to us and the
conformity to the originals of documents submitted to us as copies
and (iv) that any statement or representation contained in the
Tax Certificate with the qualification “to the knowledge
of” or “based on the belief of” or other similar
qualification, is true, correct and complete and will remain true,
correct and complete at all relevant times, in each case without
such qualification.
Page
2
Based
upon the foregoing, and subject to the limitations, qualifications,
assumptions and caveats set forth herein and in the Registration
Statement, we hereby confirm that the statements set forth under
the heading “Certain United States Federal Income Tax
Considerations” in the Registration Statement, to the extent
such statements summarize U.S. federal income tax law, constitute
our opinion as to the material United States federal income tax
consequences of the Rights Offering of the receipt and exercise (or
expiration) of the Rights and owning and disposing of the Common
Stock and Warrants received upon exercise of the
Rights.
This
opinion addresses only the matters of United States federal income
taxation specifically described under the heading “Certain
United States Federal Income Tax Considerations” in the
Registration Statement. This opinion does not address any other
United States federal tax consequences or any state, local or
foreign tax consequences that may be relevant to prospective
unitholders.
We
hereby consent to the discussion of this opinion in the
Registration Statement, to the filing of this opinion as an exhibit
to the Registration Statement and to the use of our name under the
captions “Legal Matters” in the Registration Statement.
In giving this consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7
of the Securities Act, nor do we admit that we are experts with
respect to any part of the Registration Statement within the
meaning of the term “expert” as used in the Securities
Act or the Rules.
