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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/28/15 Evolutionary Genomics, Inc. S-4/A 36:3.8M Edgar Filing LLC/FA |
Document/Exhibit Description Pages Size
1: S-4/A Registration Statement HTML 1.83M
2: EX-5.1 Legal Opinion HTML 18K
3: EX-23.2 Consent of Independent Auditors HTML 13K
4: EX-23.3 Consent of Independent Registered Public HTML 13K
Accounting Firm
5: EX-99.1 Form of Proxy Card HTML 19K
21: R1 Document and Entity Information HTML 26K
15: R2 Balance Sheets HTML 67K
19: R3 Balance Sheets (Parenthetical) HTML 36K
23: R4 Statements of Operations HTML 62K
32: R5 Statement of Changes in Stockholders' (Deficit) HTML 33K
16: R6 Statements of Cash Flows HTML 64K
18: R7 Unaudited Financial Statements HTML 17K
14: R8 Summary of Accounting Policies, and Description of HTML 29K
Business
13: R9 Basis of Presentation HTML 17K
33: R10 Income Taxes HTML 29K
25: R11 Related Party Transactions HTML 24K
24: R12 Amended and Restated Agreement and Plan of Merger HTML 33K
28: R13 Common Stock HTML 24K
29: R14 Subsequent Events HTML 16K
27: R15 Summary of Accounting Policies, and Description of HTML 61K
Business (Policies)
30: R16 Income Taxes (Tables) HTML 28K
20: R17 Summary of Accounting Policies, and Description of HTML 25K
Business (Details)
22: R18 Income Taxes (Deferred Tax Assets) (Details) HTML 28K
26: R19 Income Taxes (Income Tax Reconciliation) (Details) HTML 26K
36: R20 Related Party Transactions (Details) HTML 52K
31: R21 Amended and Restated Agreement and Plan of Merger HTML 76K
(Details)
17: R22 Common Stock (Details) HTML 34K
34: XML IDEA XML File -- Filing Summary XML 52K
12: EXCEL IDEA Workbook of Financial Reports XLSX 31K
6: EX-101.INS XBRL Instance -- fnam-20150630 XML 294K
8: EX-101.CAL XBRL Calculations -- fnam-20150630_cal XML 72K
9: EX-101.DEF XBRL Definitions -- fnam-20150630_def XML 117K
10: EX-101.LAB XBRL Labels -- fnam-20150630_lab XML 334K
11: EX-101.PRE XBRL Presentations -- fnam-20150630_pre XML 250K
7: EX-101.SCH XBRL Schema -- fnam-20150630 XSD 56K
35: ZIP XBRL Zipped Folder -- 0001553350-15-000924-xbrl Zip 42K
| Legal Opinion |
Exhibit 5.1
ELLENOFF GROSSMAN & SCHOLE LLP
1345 AVENUE OF THE AMERICAS
TELEPHONE: (212) 370-1300
FACSIMILE: (212) 370-7889
VIA EDGAR
Fona, Inc.
1026 Anaconda Drive
Ladies and Gentlemen:
We have acted as counsel to Fona, Inc., a Nevada corporation (the “Company”), in connection with the issuance by the Company of 358,105,551 shares of common stock of the Company, par value $0.001 per share (the “Shares”). The Shares are being issued pursuant to an amended and restated agreement and plan of merger dated March 2, 2015 by and between the Company and the other parties thereto (the “Agreement”). The Shares are being offered for sale pursuant to the Company’s registration statement on Form S-4 (File No. 333-203196) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder. This opinion letter is furnished to you at your request to enable you to fulfill the requirements, in connection with the Registration Statement, of Item 601(b)(5) of Regulation S-K promulgated by the Commission.
We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below including, without limitation: (i) the Registration Statement, as amended to date; (ii) the Certificate of Incorporation and Bylaws of the Company, each as amended to date; (iii) the Agreement, and (iv) records of meetings and consents of the Board of Directors of the Company provided to us by the Company. With respect to such examination, we have assumed 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 reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers of the Company.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued in accordance with the terms of the Agreement, will be validly issued, fully paid and nonassessable.
We are opining solely on all applicable statutory provisions of the Nevada Revised Statutes and all applicable judicial determinations in connection therewith. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under “Legal Matters” in 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 SEC.
| Very truly yours, |
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| This ‘S-4/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed as of: | 8/28/15 | None on these Dates | ||
| Filed on: | 8/27/15 | |||
| 3/2/15 | ||||
| List all Filings | ||||