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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/31/22 Opti-Harvest, Inc. S-1 93:49M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 2.75M
2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 438K
3: EX-3.1.1 Articles of Incorporation/Organization or Bylaws HTML 23K
4: EX-3.1.2 Articles of Incorporation/Organization or Bylaws HTML 23K
5: EX-3.1.3 Articles of Incorporation/Organization or Bylaws HTML 24K
6: EX-3.1.4 Articles of Incorporation/Organization or Bylaws HTML 23K
7: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 32K
8: EX-4.1 Instrument Defining the Rights of Security Holders HTML 22K
9: EX-4.2 Instrument Defining the Rights of Security Holders HTML 135K
10: EX-4.3 Instrument Defining the Rights of Security Holders HTML 268K
11: EX-4.4 Instrument Defining the Rights of Security Holders HTML 31K
12: EX-4.6 Instrument Defining the Rights of Security Holders HTML 261K
13: EX-5.1 Opinion of Counsel re: Legality HTML 38K
14: EX-5.2 Opinion of Counsel re: Legality HTML 24K
15: EX-10.1 Material Contract HTML 42K
24: EX-10.10 Material Contract HTML 179K
25: EX-10.11 Material Contract HTML 33K
26: EX-10.12 Material Contract HTML 24K
16: EX-10.2 Material Contract HTML 23K
17: EX-10.3 Material Contract HTML 25K
18: EX-10.4 Material Contract HTML 61K
19: EX-10.5 Material Contract HTML 25K
20: EX-10.6 Material Contract HTML 120K
21: EX-10.7 Material Contract HTML 178K
22: EX-10.8 Material Contract HTML 59K
23: EX-10.9 Material Contract HTML 660K
27: EX-14.1 Code of Ethics HTML 66K
28: EX-23.1 Consent of Expert or Counsel HTML 26K
29: EX-FILING FEES Calculation of Filing Fee Tables HTML 40K
35: R1 Cover HTML 58K
36: R2 Balance Sheets HTML 112K
37: R3 Balance Sheets (Parenthetical) HTML 47K
38: R4 Statements of Operations HTML 85K
39: R5 Statements of Changes in Shareholders' Equity HTML 86K
(Deficit)
40: R6 Statements of Cash Flows HTML 124K
41: R7 Basis of Presentation and Liquidity HTML 45K
42: R8 Significant Accounting Policies HTML 118K
43: R9 Property and Equipment HTML 44K
44: R10 Earnout and Royalty Obligations HTML 55K
45: R11 Senior Convertible Notes Payable and Warrants HTML 76K
46: R12 Note Payable HTML 32K
47: R13 Loans payable HTML 41K
48: R14 Shareholders? Equity (Deficit) HTML 273K
49: R15 Commitments and Contingencies HTML 102K
50: R16 Income Taxes HTML 44K
51: R17 Related Party Transactions HTML 43K
52: R18 Subsequent Events HTML 47K
53: R19 Inventory HTML 31K
54: R20 Intangible Assets and Contingent Earnout Liability HTML 54K
55: R21 Significant Accounting Policies (Policies) HTML 154K
56: R22 Significant Accounting Policies (Tables) HTML 49K
57: R23 Property and Equipment (Tables) HTML 39K
58: R24 Senior Convertible Notes Payable and Warrants HTML 35K
(Tables)
59: R25 Loans payable (Tables) HTML 31K
60: R26 Shareholders? Equity (Deficit) (Tables) HTML 123K
61: R27 Income Taxes (Tables) HTML 38K
62: R28 Inventory (Tables) HTML 30K
63: R29 Basis of Presentation and Liquidity (Details HTML 51K
Narrative)
64: R30 Schedule of Estimated Useful Lives of Property and HTML 35K
Equipment (Details)
65: R31 Schedule of Anti-Dilutive Securities of Earning HTML 40K
Per Share (Details)
66: R32 Significant Accounting Policies (Details HTML 48K
Narrative)
67: R33 Schedule of Property and Equipment (Details) HTML 41K
68: R34 Property and Equipment (Details Narrative) HTML 34K
69: R35 Earnout and Royalty Obligations (Details HTML 70K
Narrative)
70: R36 Schedule of Senior Convertible Notes Payable HTML 33K
(Details)
71: R37 Senior Convertible Notes Payable and Warrants HTML 144K
(Details Narrative)
72: R38 Note Payable (Details Narrative) HTML 34K
73: R39 Loans payable (Details Narrative) HTML 54K
74: R40 Summary of Warrants (Details) HTML 50K
75: R41 Summary of Outstanding Warrants Exercise Price HTML 50K
(Details)
76: R42 Summary of Options (Details) HTML 49K
77: R43 Summary of Outstanding Options Exercise Price HTML 44K
(Details)
78: R44 Shareholders? Equity (Deficit) (Details Narrative) HTML 487K
79: R45 Commitments and Contingencies (Details Narrative) HTML 199K
80: R46 Schedule of Effective Income Tax Rate (Details) HTML 34K
81: R47 Schedule of Components of Deferred Taxes (Details) HTML 30K
82: R48 Income Taxes (Details Narrative) HTML 31K
83: R49 Related Party Transactions (Details Narrative) HTML 65K
84: R50 Subsequent Events (Details Narrative) HTML 103K
85: R51 Schedule of Inventory (Details) HTML 31K
86: R52 Inventory (Details Narrative) HTML 26K
87: R53 Schedule of Loans Payable (Details) HTML 30K
88: R54 Intangible Assets and Contingent Earnout Liability HTML 73K
(Details Narrative)
91: XML IDEA XML File -- Filing Summary XML 134K
89: XML XBRL Instance -- forms-1_htm XML 1.82M
90: EXCEL IDEA Workbook of Financial Reports XLSX 176K
31: EX-101.CAL Inline XBRL Taxonomy Extension Calculation XML 147K
Linkbase Document -- opti-20220630_cal
32: EX-101.DEF Inline XBRL Taxonomy Extension Definition Linkbase XML 847K
Document -- opti-20220630_def
33: EX-101.LAB Inline XBRL Taxonomy Extension Label Linkbase XML 1.15M
Document -- opti-20220630_lab
34: EX-101.PRE Inline XBRL Taxonomy Extension Presentation XML 975K
Linkbase Document -- opti-20220630_pre
30: EX-101.SCH Inline XBRL Taxonomy Extension Schema Document -- XSD 162K
opti-20220630
92: JSON XBRL Instance as JSON Data -- MetaLinks 374± 537K
93: ZIP XBRL Zipped Folder -- 0001493152-22-024661-xbrl Zip 1.95M
EXHIBIT 5.1
Law Offices of Thomas E. Puzzo, PLLC
3823 44th Ave. NE
USA
Direct: +1 (206) 522-2256
E-mail: tpuzzo@puzzolaw.com
VIA EDGAR
Opti-Harvest, Inc.
1801 Century Park East, Suite 520
Re: Opti-Harvest, Inc.; Registration Statement on Form S-1
Ladies and Gentlemen:
We act as counsel to Opti-Harvest, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of (i) up to $17,250,000 of units (the “Units”), with each Unit consisting of one share (collectively, the “Shares”) of its common stock, $0.0001 par value per share (the “Common Stock”) and one warrant (collectively, the “Warrants”) to purchase one share of Common Stock, (ii) up to $17,250,000 of shares of Common Stock to be issued upon exercise of the Warrants (the “Warrant Shares”), and (iii) certain Underwriter Warrant Shares (as defined below). The Shares are to be offered by the Company under a Registration Statement on Form S-1 (Registration No. 333-261990), as may be amended from time to time (the “Registration Statement”), in accordance with the Securities Act of 1933, as amended (the “Securities Act”), as filed with the Securities and Exchange Commission (the “Commission”). Of the $17,250,000 of Units, $15,000,000 of the Units, consisting of $15,000,000 of Shares and an equal number of Warrants are to be offered to the public and up to $2,250,000 of the Units, consisting of $2,250,000 of Shares and an equal number of Warrants, are subject to an over-allotment option granted to the underwriters in connection with the offering. Additionally, up to $646,875 of Shares (the “Underwriter Warrant Shares”) are to be issued upon exercise of warrants granted to the underwriters in connection with the issuance of the Units (the “Underwriter Warrants”).
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:
| (a) | the Registration Statement; | |
| (b) | a form of Underwriting Agreement between the Company and EF Hutton, division of Benchmark Investments, LLC, acting as representative of the several underwriters (the “Underwriting Agreement); | |
| (c) | a form of the Warrants; | |
| (d) | a form of Underwriter Warrants; | |
| (e) | the Certificate of Incorporation of the Company as filed with the Secretary of State of Delaware on June 20, 2016, as amended; | |
| (f) | the Bylaws of the Company as adopted on June 20, 2016; | |
| (g) | a specimen certificate representing the Common Stock; and | |
| (h) | certain resolutions and actions of the Board of Directors of the Company relating to the issuance and registration under the Securities Act of the Shares, the Warrants, the Warrant Shares, and the Underwriter Warrant Shares, and such other matters as relevant. |
C:
Opti-Harvest, Inc.
Page 2
We also have examined 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 of documents, we have assumed the legal capacity of all-natural persons executing the documents, the genuineness of all signatures on the documents; the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as copies; that the parties to such documents, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder; and other than with respect to the Company, the due authorization by all requisite action, corporate or other, the execution and delivery by all parties of the documents, and the validity and binding effect thereof on such parties.
We have relied upon the accuracy and completeness of the information, factual matters, representations, and warranties contained in such documents.
The opinions set forth below are also subject to the further qualification that the enforcement of any agreements or instruments referenced herein and to which the Company is a party may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
Based upon and subject to the foregoing, we are of the opinion that:
| (a) | the issuance of the Units has been duly authorized and, upon issuance in accordance with the terms of the Underwriting Agreement, the Units will be validly issued, fully paid, and nonassessable; | |
| (b) | the issuance of the Shares has been duly authorized and, upon issuance in accordance with the terms of the Underwriting Agreement, the Shares will be validly issued, fully paid, and nonassessable; | |
| (c) | the issuance of the Warrants has been duly authorized; | |
| (d) | the issuance of the Warrant Shares has been duly authorized and, upon issuance of the Warrant Shares upon exercise of and in accordance with the terms of the Warrants, the Warrant Shares will be validly issued, fully paid, and nonassessable; | |
| (e) | the issuance of the Underwriter Warrants has been duly authorized; and | |
| (f) | the issuance of the Underwriter Warrant Shares has been duly authorized, and upon issuance the Underwriter Warrant Shares upon exercise of and in accordance with the terms of the Underwriter Warrants, the Underwriter Warrant Shares will be validly issued, fully paid, and nonassessable. |
The opinions expressed herein are limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or any changes in applicable law that may come to our attention subsequent to the date the Registration Statement is declared effective.
We express no opinion herein as to the laws of any state or jurisdiction other than the State of Delaware (including the statutory provisions and all applicable judicial decisions interpreting those laws).
C:
Opti-Harvest, Inc.
Page 3
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we consent to the reference of our name under the caption “Legal Matters” in the prospectus forming part of the Registration Statement. In giving the foregoing consent, we do not hereby 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 thereunder.
| Very truly yours, | |
| LAW OFFICES OF THOMAS E. PUZZO, PLLC | |
| /s/ Law Offices of Thomas E. Puzzo, PLLC |
C:
| This ‘S-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/31/22 | |||
| 1/24/22 | S-1/A | |||
| 6/20/16 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/11/24 Opti-Harvest, Inc. S-1/A 73:15M M2 Compliance LLC/FA 12/29/23 Opti-Harvest, Inc. S-1/A 78:15M M2 Compliance LLC/FA 11/20/23 Opti-Harvest, Inc. 10-Q 9/30/23 57:5.6M M2 Compliance LLC/FA 8/21/23 Opti-Harvest, Inc. 10-Q 6/30/23 57:5.5M M2 Compliance LLC/FA 6/26/23 Opti-Harvest, Inc. S-1 74:14M M2 Compliance LLC/FA 6/21/23 Opti-Harvest, Inc. POS AM 74:14M M2 Compliance LLC/FA 5/18/23 Opti-Harvest, Inc. 10-Q 3/31/23 57:4.7M M2 Compliance LLC/FA 4/17/23 Opti-Harvest, Inc. 10-K 12/31/22 68:7M M2 Compliance LLC/FA 2/08/23 Opti-Harvest, Inc. S-1/A 2:96K M2 Compliance LLC/FA 2/03/23 Opti-Harvest, Inc. S-1/A 80:13M M2 Compliance LLC/FA 1/13/23 Opti-Harvest, Inc. S-1/A 78:13M M2 Compliance LLC/FA |