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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/09/21 nDivision Inc. S-1 78:4.7M Discount Edgar/FA |
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 804K
2: EX-5.1 Consent HTML 22K
3: EX-10.1 Form of Subscription Agreement HTML 69K
4: EX-10.2 Form of Convertible Note HTML 84K
5: EX-23.1 Consent of Independent Registered Public HTML 19K
Accounting Firm
12: R1 Cover HTML 34K
13: R2 Condensed Consolidated Balance Sheets HTML 104K
14: R3 Condensed Consolidated Balance Sheets HTML 42K
(Parenthetical)
15: R4 Condensed Consolidated Statements of Operations HTML 67K
(Unaudited)
16: R5 Condensed Consolidated Statements of Stockholders' HTML 75K
Equity (Unaudited)
17: R6 Condensed Consolidated Statements of Cash Flow HTML 112K
(Unaudited)
18: R7 Description of Business HTML 28K
19: R8 Liquidity and Going Concern HTML 27K
20: R9 Summmary of Significant Accounting Policies HTML 58K
21: R10 Recent Accounting Pronouncements HTML 31K
22: R11 Equipment and Software Licenses HTML 34K
23: R12 Intangible Assets HTML 32K
24: R13 Accrued Liabilities HTML 33K
25: R14 Factoring Credit Facility HTML 25K
26: R15 Finance Lease Obligations HTML 63K
27: R16 Notes Payable HTML 26K
28: R17 Convertible Notes Payable HTML 23K
29: R18 Stock Based Compensation HTML 59K
30: R19 Common Stock HTML 25K
31: R20 Related Party Transactions HTML 24K
32: R21 Significant Customer HTML 39K
33: R22 Commitments HTML 24K
34: R23 Income Taxes HTML 50K
35: R24 Subsequent Events HTML 24K
36: R25 Summmary of Significant Accounting Policies HTML 96K
(Policies)
37: R26 Equipment and Software Licenses (Tables) HTML 32K
38: R27 Intangible Assets (Tables) HTML 29K
39: R28 Accrued Liabilities (Tables) HTML 32K
40: R29 Finance Lease Obligations (Tables) HTML 55K
41: R30 Notes Payable (Tables) HTML 23K
42: R31 Stock Based Compensation (Tables) HTML 57K
43: R32 Significant Customers (Tables) HTML 39K
44: R33 Income Taxes (Tables) HTML 52K
45: R34 Description of Business (Details Narrative) HTML 64K
46: R35 Liquidity and Going Concern (Details Narrative) HTML 31K
47: R36 Summmary of Significant Accounting Policies HTML 44K
(Details Narrative)
48: R37 Recent Accounting Pronouncements (Details HTML 23K
Narrative)
49: R38 Equipment and Software Licenses (Details) HTML 30K
50: R39 Equipment and Software Licenses (Details HTML 44K
Narrative)
51: R40 Intangible Assets (Details) HTML 29K
52: R41 Intangible Assets (Details Narrative) HTML 38K
53: R42 Accrued Liabilities (Details) HTML 32K
54: R43 Factoring Credit Facility (Details Narrative) HTML 29K
55: R44 Finance Lease Obligations (Details) HTML 42K
56: R45 Finance Lease Obligations (Details 1) HTML 24K
57: R46 Finance Lease Obligations (Details 2) HTML 36K
58: R47 Finance Lease Obligations (Details 3) HTML 31K
59: R48 Finance Lease Obligations (Details Narrative) HTML 39K
60: R49 Note Payable (Details) HTML 32K
61: R50 Notes Payable (Details Narrative) HTML 28K
62: R51 Convertible Notes Payable (Details Narrative) HTML 32K
63: R52 Stock Based Compensation (Details) HTML 25K
64: R53 Stock Based Compensation (Details 1) HTML 48K
65: R54 Stock Based Compensation (Details 2) HTML 33K
66: R55 Stock Based Compensation (Details Narrative) HTML 54K
67: R56 Common Stock (Details Narrative) HTML 42K
68: R57 Commitments (Details Narrative) HTML 24K
69: R58 Related Party Transactions (Details Narrative) HTML 22K
70: R59 Significant Customers (Details) HTML 34K
71: R60 Income Taxes (Details) HTML 41K
72: R61 Income Taxes (Details 1) HTML 34K
73: R62 Income Taxes (Details 2) HTML 40K
74: R63 Income Taxes (Details Narrative) HTML 27K
75: R64 Subsequent Events (Details Narrative) HTML 47K
77: XML IDEA XML File -- Filing Summary XML 139K
76: EXCEL IDEA Workbook of Financial Reports XLSX 92K
6: EX-101.INS XBRL Instance -- ndvn-20200930 XML 1.14M
9: EX-101.CAL XBRL Calculations -- ndvn-20200930_cal XML 144K
11: EX-101.DEF XBRL Definitions -- ndvn-20200930_def XML 316K
8: EX-101.LAB XBRL Labels -- ndvn-20200930_lab XML 779K
10: EX-101.PRE XBRL Presentations -- ndvn-20200930_pre XML 647K
7: EX-101.SCH XBRL Schema -- ndvn-20200930 XSD 156K
78: ZIP XBRL Zipped Folder -- 0001477932-21-001313-xbrl Zip 116K
EXHIBIT 5.1
nDivision Inc.
7301 N. State Highway 161
Suite 100
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to nDivision Inc., a Nevada corporation (the “Company”), in connection with the Company’s registration statement on Form S-1 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the registration of 4,161,500 shares of common stock underlying convertible notes (the “Common Shares”).
We have reviewed the corporate proceedings of the Company with respect to the authorization of the issuance of the Common Shares. As counsel, we have also examined originals or copies of the Registration Statement and the exhibits thereto and such other documents, corporate records and other instruments as we have deemed necessary or appropriate for the purpose of this opinion. As to questions of fact material to this opinion, we have relied on certificates or comparable documents of public officials and of officers and representatives of the Company. In rendering the opinion expressed below, we have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form and the legal competence of each individual executing any document.
Based upon and subject to the foregoing, we are of the opinion that the Common Shares underlying convertible notes that have been issued and sold by the Company are duly authorized, validly issued, fully paid and nonassessable, and that the Common Shares underlying the convertible notes will have been duly authorized, and when delivered and paid for, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the heading “Legal Matters” in the Prospectus included in 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 Act, or the rules and regulations promulgated thereunder. In rendering the opinions set forth above, we are opining only as to the specific legal issues expressly set forth therein, and no opinion shall be inferred as to any other matter or matters.
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 Common Shares. In addition, we acknowledge and understand that this opinion letter may also be relied upon by ClearTrust, LLC. 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,
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| By: | /s/ Ward and Smith, P.A. | ||
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| Ward and Smith, P.A. | |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/14/22 nDivision Inc. 10-K 12/31/21 77:4.7M Discount Edgar/FA 4/14/21 nDivision Inc. S-1/A 70:3.2M Discount Edgar/FA 3/30/21 nDivision Inc. 10-K 12/31/20 72:3.2M Discount Edgar/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/25/19 nDivision Inc. 8-K:5,7,9 10/22/19 7:431K Discount Edgar/FA 7/08/16 nDivision Inc. S-1 7:1.9M Pubco Reporting … Inc/FA |