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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/24/18 Envision Solar Int’l, Inc. S-1/A 92:10M Chilcote Candi M/FA |
Document/Exhibit Description Pages Size 1: S-1/A Pre-Effective Amendment to Registration Statement HTML 1.27M (General Form) 2: EX-5 Opinion of Counsel re: Legality HTML 28K 4: EX-10.24 Agreement by Envision Solar International, Inc. HTML 24K With the State of California, Dated as of June 12, 2015 5: EX-10.25 Agreement by Envision Solar International, Inc. HTML 29K With the City of New York, Dated as of April 17, 2017 6: EX-10.28 Agreement by Envision Solar International, Inc. HTML 36K With the State of California, Dated June 22, 2018 7: EX-10.30 Amendment to Employment Agreement for Desmond HTML 36K Wheatley, Effective as of January 1, 2016 8: EX-10.31 Promissory Note for Deferred Compensation of HTML 37K Desmond Wheatley, Dated Effective January 15, 2016 9: EX-10.32 Agreement by Envision Solar International, Inc. HTML 24K With the City of Pittsburg, Dated November 7, 2017 3: EX-23 Consent of Experts or Counsel HTML 26K 16: R1 Document and Entity Information HTML 43K 17: R2 Consolidated Balance Sheets HTML 129K 18: R3 Consolidated Balance Sheets (Parenthetical) HTML 50K 19: R4 Consolidated Statements of Operations HTML 71K 20: R5 Consolidated Statements of Operations HTML 30K (Parenthetical) 21: R6 Consolidated Statements of Changes in HTML 95K Stockholders' Deficit 22: R7 Consolidated Statements of Cash Flows HTML 157K 23: R8 1. Corporate Organization, Nature of Operations HTML 125K and Summary of Significant Accounting Policies 24: R9 2. Going Concern HTML 36K 25: R10 3. Accounts Receivable, and Deferred Revenue HTML 38K 26: R11 4. Prepaid Expenses and Other Current Assets HTML 31K 27: R12 5. Inventory HTML 39K 28: R13 6. Property and Equipment HTML 42K 29: R14 7. Accrued Expenses HTML 41K 30: R15 8. Line of Credit/Term Debt - Silicon Valley Bank HTML 39K 31: R16 9. Convertible Line of Credit HTML 47K 32: R17 10. Convertible Notes Payable - Related Parties HTML 76K and Fair Value Measurements 33: R18 11. Convertible Notes Payable HTML 65K 34: R19 12. Note Payable and Auto Loan HTML 34K 35: R20 13. Commitments and Contingencies HTML 43K 36: R21 14. Common Stock HTML 60K 37: R22 15. Stock Options and Warrants HTML 96K 38: R23 16. Income Taxes HTML 59K 39: R24 12. Revenues HTML 32K 40: R25 17. Related Party Transactions HTML 52K 41: R26 18. Subsequent Events HTML 36K 42: R27 Corporate Organization, Nature of Operations and HTML 196K Summary of Significant Accounting Policies (Policies) 43: R28 Corporate Organization, Nature of Operations and HTML 40K Summary of Significant Accounting Policies (Tables) 44: R29 Accounts Receivable, and Deferred Revenue (Tables) HTML 33K 45: R30 Prepaid Expenses and Other Current Assets (Tables) HTML 33K 46: R31 Inventory (Tables) HTML 39K 47: R32 Property and Equipment (Tables) HTML 41K 48: R33 Accrued Expenses (Tables) HTML 40K 49: R34 Convertible Notes Payable - Related Parties and HTML 56K Fair Value Measurements (Tables) 50: R35 Convertible Notes Payable (Tables) HTML 39K 51: R36 Commitments and Contingencies (Tables) HTML 31K 52: R37 Stock Options and Warrants (Tables) HTML 81K 53: R38 Income Taxes (Tables) HTML 52K 54: R39 12. Revenues (Tables) HTML 32K 55: R40 Corporate Organization, Nature of Operations and HTML 53K Summary of Significant Accounting Policies (Details) 56: R41 1. Corporate Organization, Nature of Operations HTML 66K and Summary of Significant Accounting Policies (Details Narrative) 57: R42 2. Going Concern (Details Narrative) HTML 57K 58: R43 3. Accounts Receivable, and Deferred Revenue HTML 35K (Details-Accounts Receivable) 59: R44 3. Accounts Receivable, and Deferred Revenue HTML 33K (Details Narrative) 60: R45 4. Prepaid Expenses and Other Current Assets HTML 38K (Details) 61: R46 5. Inventory (Details) HTML 39K 62: R47 6. Property and Equipment (Details) HTML 51K 63: R48 6. Property and Equipment (Details Narrative) HTML 31K 64: R49 7. Accrued Expenses (Details) HTML 49K 65: R50 8. Line of Credit/Term Debt - Silicon Valley Bank HTML 80K (Details Narrative) 66: R51 9. Convertible Line of Credit (Details Narrative) HTML 64K 67: R52 10. Convertible Note Payable - Related Parties and HTML 37K Fair Value Measurements (Details-Summary) 68: R53 10. Convertible Note Payable - Related Parties and HTML 36K Fair Value Measurements (Details-Fair Value Measurements) 69: R54 10. Convertible Note Payable - Related Parties and HTML 36K Fair Value Measurements (Details-Level 3) 70: R55 10. Convertible Note Payable - Related Parties and HTML 35K Fair Value Measurements (Details-Assumptions) 71: R56 10. Convertible Note Payable - Related Parties and HTML 68K Fair Value Measurements (Details Narrative) 72: R57 11. Convertible Notes Payable (Details) HTML 50K 73: R58 11. Convertible Notes Payable (Details Narrative) HTML 83K 74: R59 12. Notes Payable and Auto Loan (Details HTML 45K Narrative) 75: R60 13. Commitments and Contingencies (Details-Future HTML 37K lease payments ) 76: R61 13. Commitments and Contingencies (Details HTML 37K Narrative) 77: R62 14. Common Stock (Details Narrative) HTML 128K 78: R63 15. Stock Options and Warrants HTML 46K (Details-Assumptions) 79: R64 15. Stock Options and Warrants (Details-Option HTML 61K Activity) 80: R65 15. Stock Options and Warrants (Details-Options HTML 52K Outstanding and Exercisable) 81: R66 15. Stock Options and Warrants (Details-Warrant HTML 56K Activity) 82: R67 15. Stock Options and Warrants (Details Narrative) HTML 78K 83: R68 16. Income Taxes (Details-Tax Expense) HTML 45K 84: R69 16. Income Taxes (Details-Deferred tax assets and HTML 59K liabilities) 85: R70 16. Income Taxes (Details Narrative) HTML 43K 86: R71 12. Revenues (Details) HTML 34K 87: R72 12. Revenues (Details Narrative) HTML 31K 88: R73 17. Related Party Transactions (Details Narrative) HTML 93K 89: R74 14. Subsequent Events (Details Narrative) HTML 36K 91: XML IDEA XML File -- Filing Summary XML 164K 90: EXCEL IDEA Workbook of Financial Reports XLSX 115K 10: EX-101.INS XBRL Instance -- evsi-20180630 XML 1.68M 12: EX-101.CAL XBRL Calculations -- evsi-20180630_cal XML 217K 13: EX-101.DEF XBRL Definitions -- evsi-20180630_def XML 676K 14: EX-101.LAB XBRL Labels -- evsi-20180630_lab XML 1.04M 15: EX-101.PRE XBRL Presentations -- evsi-20180630_pre XML 957K 11: EX-101.SCH XBRL Schema -- evsi-20180630 XSD 187K 92: ZIP XBRL Zipped Folder -- 0001065949-18-000130-xbrl Zip 171K
EXHIBIT 5.1
September 21 , 2018
Envision Solar International, Inc.
5660 Eastgate Dr.
Re: Envision Solar International, Inc.–Validity of Issuance of Shares
Ladies and Gentlemen:
We have acted as special counsel to Envision Solar International, Inc., a Nevada corporation (the “Company”), in connection with the Company’s Registration Statement on Form S-1 (the “Registration Statement”), relating to the registration under the Securities Act of 1933, as amended (the “Act”), of __________ shares of common stock, par value $0.001 per share (the “Shares”).
In connection with rendering the opinion set forth herein, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures (including endorsements), the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such documents. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of the Company and its officers and other representatives and of public officials and others.
Based upon the foregoing, we are of the opinion that the Shares to be issued by the Company have been and will be duly created and have been and will be validly issued shares of the common stock, par value $0.001 per share, of the Company. Upon issuance of the Shares, the Shares will be fully paid and nonassessable.
For the purposes of this opinion, we are assuming that the appropriate certificates are duly filed and recorded in every jurisdiction in which such filing and recordation is required in accordance with the laws of such jurisdictions. We express no opinion as to the laws of any state or jurisdiction other than Nevada.
We hereby consent to the filing of this opinion with the Securities and Exchange Commission (the “Commission”) as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. We do not admit in providing such consent that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
Respectfully submitted,
/s/Mark J. Richardson
Mark J. Richardson for
Richardson & Associates
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