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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/21/21 Mitesco, Inc. S-8 1/21/21 4:269K Federal Filings, LLC/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration Statement - Securities for an HTML 36K
Employee Benefit Plan
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 112K
3: EX-5.1 Opinion of Counsel re: Legality HTML 12K
4: EX-23.2 Consent of Expert or Counsel HTML 5K
Exhibit 5.1
Hamilton & Associates Law Group, P.A.
A Professional Association
Attorneys and Counselors at Law
101 Plaza Real South, Suite 202N
Telephone:561-416-8956
Firm Website: http://www.securitieslawyer101.com
Mitesco, Inc.
601 Carlson Parkway, Suite 1050
Re: Mitesco, Inc. Registration Statement on Form S-8
Gentlemen:
We have acted as special counsel to Mitesco, Inc., a Delaware corporation (the “ Company ”), in connection with the preparation and filing of a Registration Statement on Form S-8 (the “ Registration Statement ”) pertaining to the registration by the Company under the Securities Act of 1933, as amended (the “ Securities Act ”), of 25,000,000 shares (the “ Shares ”) of the Company’s common stock, $0.001 par value per share (“ Common Stock ”), pursuant to Mitesco, Inc’s 2021 Omnibus Securities and Incentive Plan (collectively, the “ Plan ”).
In our capacity as special counsel to the Company in connection with the matters referred to above, we have examined copies of the following: (i) the Certificate of Incorporation of the Company, as amended and currently in effect (the “ Certificate ”), (ii) the By-laws of the Company currently in effect (the “By-laws ”), records of certain of the Company’s corporate proceedings, (iii) the Plan, and (iv) the Registration Statement, in the form it is to be filed with the Securities and Exchange Commission (the “ Commission ”) on the date hereof. We have also examined such other documents, papers, authorities and statutes as we have deemed necessary to form the basis of the opinions hereinafter set forth.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such documents. As to certain facts material to this opinion, we have relied upon oral or written statements and representations of officers and other representatives of the Company and certificates of public officials, and such other documents and information as we have deemed necessary or appropriate to enable us to render the opinions expressed below. We have not undertaken any independent investigation to determine the accuracy of any such facts.
We have also assumed that the Company will cause certificates representing Shares issued in the future to be properly executed and delivered and will conform to the specimen certificate examined by us evidencing the Common Stock or, if the Shares are issued in book-entry form, an appropriate account statement evidencing the Shares credited to the recipient’s account maintained with the Company’s transfer agent will be issued by said transfer agent, and that the Company will take all other actions appropriate for the due and proper issuance of such Shares. We have assumed for purposes of this opinion that the Company will receive adequate consideration (not less than par value thereof) for all Shares issued under the Plan. We express no opinion regarding any Shares reacquired by the Company after initial issuance.
Based upon and subject to the qualifications, assumptions and limitations stated in this letter, it is our opinion that the Shares issuable by the Company, under and in accordance with all of the provisions of the Plan, have been duly authorized and will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. 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 promulgated thereunder. We are qualified to practice law in the State of Florida and do not purport to be experts on any law other than the laws of the State of Florida. We express no opinion regarding the Securities Act, or any other federal or state securities laws or regulations.
The opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus which forms a part thereof, other than as to the due authorization and validity of the Shares. In addition, we acknowledge and understand that this opinion letter may also be relied upon by Transhare Securities Transfer and Registrar. This opinion letter is limited to the specific legal matters expressly set forth herein and is limited to present statutes, regulations and administrative and judicial interpretations. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or regulations.
Very truly yours,
By: /s/ Hamilton & Associates Law Group, P.A.
Hamilton & Associates Law Group, P.A.
| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 1/21/21 | None on these Dates | ||
| 1/20/21 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/16/24 Mitesco, Inc. 10-K 12/31/23 74:11M Federal Filings, LLC/FA 1/10/24 Mitesco, Inc. 8-K:1,5,8 1/07/24 11:160K Federal Filings, LLC/FA 7/14/23 Mitesco, Inc. 10-K 12/31/22 75:12M Federal Filings, LLC/FA 10/20/22 Mitesco, Inc. S-1/A 98:16M Federal Filings, LLC/FA 10/03/22 Mitesco, Inc. S-1/A 89:15M Federal Filings, LLC/FA 9/12/22 Mitesco, Inc. S-1/A 86:15M Federal Filings, LLC/FA 8/03/22 Mitesco, Inc. S-1/A 86:12M Federal Filings, LLC/FA 6/30/22 Mitesco, Inc. S-1/A 86:12M Federal Filings, LLC/FA 4/26/22 Mitesco, Inc. S-1/A 72:9M Federal Filings, LLC/FA 4/05/22 Mitesco, Inc. 10-K 12/31/21 76:8.7M Federal Filings, LLC/FA 2/10/22 Mitesco, Inc. S-1/A 92:16M Federal Filings, LLC/FA 11/26/21 Mitesco, Inc. S-1 11/24/21 90:15M Federal Filings, LLC/FA 4/27/21 Mitesco, Inc. S-1 4/26/21 76:9.3M Federal Filings, LLC/FA 3/25/21 Mitesco, Inc. 10-K 12/31/20 80:9.2M Federal Filings, LLC/FA |