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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/04/19 Envision Solar Int’l, Inc. S-1/A 87:6.9M GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size
1: S-1/A Fom S-1 Amendment HTML 1.27M
2: EX-1.1 Underwriting Agreement HTML 242K
3: EX-3.1.2 Certificate of Amendment of Articles of HTML 25K
Incorporation
4: EX-4.2 Common Stock Purchase Warrant HTML 111K
5: EX-4.3 Warrant Agency Agreement HTML 202K
6: EX-5.1 Opinion of Counsel re: Legality HTML 30K
7: EX-23.1 Consent of Experts or Counsel HTML 24K
14: R1 Document and Entity Information HTML 56K
15: R2 Consolidated Balance Sheets HTML 120K
16: R3 Consolidated Balance Sheets (Parenthetical) HTML 55K
17: R4 Consolidated Statements of Operations HTML 72K
18: R5 Consolidated Statements of Operations HTML 28K
(Parenthetical)
19: R6 Consolidated Statements of Changes in HTML 79K
Stockholders' Deficit
20: R7 Consolidated Statements of Cash Flows HTML 145K
21: R8 1. Corporate Organization, Nature of Operations HTML 75K
and Summary of Significant Accounting Policies
22: R9 2. Going Concern HTML 31K
23: R10 3. Accounts Receivable, and Deferred Revenue HTML 35K
24: R11 4. Prepaid Expenses and Other Current Assets HTML 29K
25: R12 5. Inventory HTML 31K
26: R13 6. Property and Equipment HTML 35K
27: R14 7. Accrued Expenses HTML 31K
28: R15 8. Line of Credit/Term Debt - Silicon Valley Bank HTML 48K
29: R16 9. Convertible Note Payable - Related Party HTML 32K
30: R17 10. Convertible Notes Payable and Fair Value HTML 65K
Measurements
31: R18 11. Note Payable HTML 34K
32: R19 12. Auto Loan HTML 27K
33: R20 13. Commitments and Contingencies HTML 35K
34: R21 14. Common Stock HTML 48K
35: R22 15. Stock Options and Warrants HTML 72K
36: R23 16. Revenues HTML 33K
37: R24 17. Income Taxes HTML 44K
38: R25 18. Related Party Transactions HTML 44K
39: R26 19. Subsequent Events HTML 28K
40: R27 1. Corporate Organization, Nature of Operations HTML 155K
and Summary of Significant Accounting Policies
(Policies)
41: R28 1. Corporate Organization, Nature of Operations HTML 33K
and Summary of Significant Accounting Policies
(Tables)
42: R29 3. Accounts Receivable, and Deferred Revenue HTML 30K
(Tables)
43: R30 4. Prepaid Expenses and Other Current Assets HTML 29K
(Tables)
44: R31 5. Inventory (Tables) HTML 32K
45: R32 6. Property and Equipment (Tables) HTML 34K
46: R33 7. Accrued Expenses (Tables) HTML 30K
47: R34 10. Convertible Notes Payable and Fair Value HTML 41K
Measurements (Tables)
48: R35 13. Commitments and Contingencies (Tables) HTML 28K
49: R36 14. Common Stock (Tables) HTML 29K
50: R37 15. Stock Options and Warrants (Tables) HTML 64K
51: R38 16. Revenues (Tables) HTML 30K
52: R39 17. Income Taxes (Tables) HTML 40K
53: R40 1. Corporate Organization, Nature of Operations HTML 34K
and Summary of Significant Accounting Policies
(Details)
54: R41 1. Corporate Organization, Nature of Operations HTML 50K
and Summary of Significant Accounting Policies
(Details Narrative)
55: R42 2. Going Concern (Details Narrative) HTML 53K
56: R43 3. Accounts Receivable, and Deferred Revenue HTML 33K
(Details-Accounts Receivable)
57: R44 3. Accounts Receivable, and Deferred Revenue HTML 29K
(Details Narrative)
58: R45 4. Prepaid Expenses and Other Current Assets HTML 34K
(Details)
59: R46 5. Inventory (Details) HTML 38K
60: R47 6. Property and Equipment (Details) HTML 49K
61: R48 6. Property and Equipment (Details Narrative) HTML 29K
62: R49 7. Accrued Expenses (Details) HTML 44K
63: R50 8. Line of Credit/Term Debt - Silicon Valley Bank HTML 110K
and Convertible Line of Credit (Details Narrative)
64: R51 9. Convertible Note Payable - Related Party HTML 36K
(Details Narrative)
65: R52 10. Convertible Notes Payable and Fair Value HTML 59K
Measurements (Details - Convertible notes payable)
66: R53 10. Convertible Notes Payable and Fair Value HTML 31K
Measurements (Details-Level 3)
67: R54 10. Convertible Notes Payable and Fair Value HTML 95K
Measurements (Details Narrative)
68: R55 11. Note Payable (Details Narrative) HTML 74K
69: R56 12. Auto Loan (Details Narrative) HTML 33K
70: R57 13. Commitments and Contingencies (Details - HTML 33K
Future lease payments)
71: R58 13. Commitments and Contingencies (Details HTML 33K
Narrative)
72: R59 14. Common Stock (Details) HTML 50K
73: R60 14. Common Stock (Details Narrative) HTML 90K
74: R61 15. Stock Options and Warrants HTML 35K
(Details-Assumptions)
75: R62 15. Stock Options and Warrants (Details-Option HTML 64K
Activity)
76: R63 15. Stock Options and Warrants (Details-Options HTML 53K
Outstanding and Exercisable)
77: R64 15. Stock Options and Warrants (Details-Warrant HTML 59K
Activity)
78: R65 15. Stock Options and Warrants (Details Narrative) HTML 66K
79: R66 16. Revenues (Details) HTML 31K
80: R67 16. Revenues (Details Narrative) HTML 28K
81: R68 17. Income Taxes (Details-Tax Expense) HTML 43K
82: R69 17. Income Taxes (Details-Deferred tax assets and HTML 63K
liabilities)
83: R70 17. Income Taxes (Details Narrative) HTML 42K
84: R71 18. Related Party Transactions (Details Narrative) HTML 113K
86: XML IDEA XML File -- Filing Summary XML 159K
85: EXCEL IDEA Workbook of Financial Reports XLSX 99K
8: EX-101.INS XBRL Instance -- evsi-20181231 XML 1.08M
10: EX-101.CAL XBRL Calculations -- evsi-20181231_cal XML 208K
11: EX-101.DEF XBRL Definitions -- evsi-20181231_def XML 630K
12: EX-101.LAB XBRL Labels -- evsi-20181231_lab XML 1.00M
13: EX-101.PRE XBRL Presentations -- evsi-20181231_pre XML 911K
9: EX-101.SCH XBRL Schema -- evsi-20181231 XSD 165K
87: ZIP XBRL Zipped Folder -- 0001683168-19-000953-xbrl Zip 143K
Exhibit 5.1
Envision Solar International, Inc.
5660 Eastgate Dr.
Ladies and Gentlemen:
We have acted as counsel to Envision Solar International, Inc., a Nevada 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”), of a Registration Statement on Form S-1 (File No. 333-226040) (as amended through the date hereof, the “Registration Statement”) pertaining to the issuance and sale by the Company of up to (i) 1,176,467 units (each, a “Unit”), with each Unit consisting of one share of common stock, $0.001 par value per share (each a “Share”) and a warrant to purchase one Share (each a “Common Warrant” and each Share underlying a Common Warrant, a “Common Warrant Share”), and (ii) underwriter’s warrants to purchase Shares (each an “Underwriter’s Warrant” and, together with the Common Warrants, the “Warrants,” and each Share underlying an Underwriter’s Warrant, an “Underwriter’s Warrant Share,” and together with the Common Warrant Shares, the “Warrant Shares”) to be issued to Maxim Group LLC (the “Underwriter”) pursuant to an underwriting agreement to be entered into by and between the Company and the Underwriter (the “Underwriting Agreement”).
In rendering the opinion set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all items submitted to us as originals, the conformity with originals of all items submitted to us as copies, and the authenticity of the originals of such copies. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and public officials.
C:
Envision Solar International, Inc.
Page 2
Based upon and subject to the foregoing, we are of the opinion that: (i) the Shares have been duly authorized for issuance and, when issued, delivered and paid for in accordance with the terms of the Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable; (ii) the Units have been duly authorized for issuance and, when issued, delivered and paid for in accordance with the terms of the Underwriting Agreement, the Units will be validly issued, fully paid and nonassessable; (iii) the Warrants, when executed and delivered by the Company in accordance with and in the manner described in the Registration Statement and the Underwriting Agreement, will be validly issued and will constitute a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors’ rights generally and equitable principles of general applicability; and (iii) the Warrant Shares, when issued and sold by the Company and delivered by the Company upon valid exercise thereof and against receipt of the exercise price therefor, in accordance with and in the manner described in the Registration Statement and the Warrants, will be validly issued, fully paid and non-assessable.
We consent to the inclusion of this opinion as an exhibit to the Registration Statement and further consent to all references to us under the caption “Legal Matters” in the Prospectus. In giving this 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.
Our opinion is limited to the federal laws of the United States, the laws of the State of New York and the laws of the State of Nevada.
Very truly yours,
/s/ WEINTRAUB TOBIN CHEDIAK COLEMAN GRODIN
WEINTRAUB TOBIN CHEDIAK COLEMAN GRODIN
law corporation
| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/4/19 | CORRESP, UPLOAD | ||
| 3/25/19 | CORRESP, S-1/A | |||
| List all Filings | ||||