Registration Statement – Securities for a Transaction — Form S-3 — SA’33 Filing Table of Contents
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1: S-3 Registration Statement - Securities for a HTML 186K
Transaction
2: EX-5.1 Opinion of Haynes and Boone, LLP HTML 24K
3: EX-23.1 Consent of Malonebailey, LLP HTML 6K
We have
acted as counsel to Sanara MedTech Inc., a Texas corporation (the
“Company”), in
connection with the filing with the Securities and Exchange
Commission (the “Commission”)
on the date hereof, under the Securities Act of 1933, as amended
(the “Act”) of a
registration statement on Form S-3 (the “Registration
Statement”) by the Company relating to (i) shares of
common stock, $0.001 par value per share, of the Company (the
“Common
Stock”), (ii) shares of preferred stock, $10.00 par
value per share, of the Company (the “Preferred
Stock”), (iii) warrants to purchase Common Stock or
Preferred Stock (the “Warrants”),
and (iv) units comprised of one or more shares of Common Stock,
Preferred Stock or Warrants in any combination (the
“Units” and,
together with the Common Stock, the Preferred Stock and the
Warrants, the “Securities”
and individually a “Security”)
that may be issued and sold from time to time pursuant to Rule 415
under the Act for an aggregate initial offering price not to exceed
$150,000,000.
For
purposes of the opinions we express below, we have examined
originals, or copies certified or otherwise identified, of (i) the
Certificate of Formation and Bylaws of the Company, each as amended
to date (the “Company Charter
Documents”); (ii) certain resolutions of the
Board of Directors of the Company related to the filing of the
Registration Statement, the authorization and issuance of the
Securities and related matters; (iii) the Registration Statement
and all exhibits thereto; and (iv) such other corporate records of
the Company as we have deemed necessary or appropriate for purposes
of the opinions hereafter expressed.
As to
questions of fact material to the opinions expressed below, we
have, without independent verification of their accuracy, relied to
the extent we deem reasonably appropriate upon the representations
and warranties of the Company contained in such documents, records,
certificates, instruments or representations furnished or made
available to us by the Company.
In
making the foregoing examination, we have assumed (i) the
genuineness of all signatures, (ii) the authenticity of all
documents submitted to us as originals, (iii) the conformity to
original documents of all documents submitted to us as certified or
photostatic copies, (iv) that all agreements or instruments we have
examined are the valid, binding and enforceable obligations of the
parties thereto, and (v) that all factual information on which we
have relied was accurate and complete.
We have
also assumed that prior to, or in connection with, the issuance of
any Securities: (i) the Company will continue to be incorporated
and in existence and good standing in its jurisdiction of
organization; (ii) the Registration Statement, and any amendments
thereto (including post-effective amendments), will have become
effective; (iii) no stop order of the Commission preventing or
suspending the use of the prospectus contained in the Registration
Statement or any prospectus supplement will have been issued; (iv)
a prospectus supplement will have been prepared and filed with the
Commission properly describing the Securities offered thereby and
will have been delivered to the purchaser(s) of the Securities as
required in accordance with applicable law; (v) all Securities will
be offered, issued and sold in compliance with applicable federal
and state securities laws and in the manner stated in the
Registration Statement and the appropriate prospectus supplement;
(vi) a definitive purchase, underwriting or similar agreement with
respect to any Securities offered will have been duly authorized
and validly executed and delivered by the Company and the other
parties thereto and will be an enforceable obligation of the
parties thereto; (vii) in connection with the sale of Warrants, any
required warrant agreement or agreement relating to the Warrants (a
“Warrant
Agreement”) will have been executed and delivered by
all applicable parties and will be enforceable in all respects in
accordance with its terms; (viii) in connection with the sale of
any Units, any required unit agreement relating to the Units (a
“Unit
Agreement”) will have been executed and delivered by
all applicable parties and will be enforceable in all respects in
accordance with its terms; (ix) any securities issuable upon
conversion, exchange, redemption or exercise of any Securities
being offered will be duly and validly authorized, created and, if
appropriate, reserved for issuance upon such conversion, exchange,
redemption or exercise; and (x) with respect to shares of Common
Stock or Preferred Stock, there will be sufficient shares of Common
Stock or Preferred Stock authorized under the Company Charter
Documents and not otherwise reserved for issuance.
Based
on the foregoing, and subject to the limitations and qualifications
set forth herein, we are of the opinion that:
1. With
respect to shares of Common Stock, when (i) the Board of Directors
of the Company or, to the extent permitted by the Texas Business
Organizations Code and the Company Charter Documents, a duly
constituted and acting committee thereof (such Board of Directors
or committee being hereinafter referred to as the
“Company
Board”) has taken all necessary corporate action to
approve the issuance thereof and the terms of the offering of
shares of Common Stock and related matters, and (ii) certificates
representing the shares of Common Stock have been duly executed,
countersigned, registered and delivered, or if uncertificated,
valid book-entry notations have been made in the share register of
the Company, in each case in accordance with the provisions of the
Company Charter Documents, either (a) in accordance with the
applicable definitive purchase, underwriting or similar agreement
approved by the Company Board and upon payment of the consideration
therefor (which shall not be less than the par value of the Common
Stock) provided for therein, all in accordance with the
Registration Statement and any applicable prospectus supplement, or
(b) upon conversion, exchange, redemption or exercise of any other
Security, in accordance with the terms of such Security or the
instrument governing such Security providing for such conversion,
exchange, redemption or exercise as approved by the Company Board,
and for the consideration approved by the Company Board (which
shall not be less than the par value of the Common Stock), all in
accordance with the Registration Statement and any applicable
prospectus supplement, the shares of Common Stock will be validly
issued, fully paid and non-assessable.
2. With
respect to shares of Preferred Stock, when (i) the Company Board
has taken all necessary corporate action to approve and establish
the terms of the shares of Preferred Stock, to approve the issuance
thereof and the terms of the offering thereof and related matters,
including the adoption of a Certificate of Designations relating to
such Preferred Stock (a “Certificate of
Designations”), and such Certificate of Designations
has been filed with the Secretary of State of the State of Texas,
and (ii) certificates representing the shares of Preferred Stock
have been duly executed, countersigned, registered and delivered,
or if uncertificated, valid book-entry notations have been made in
the share register of the Company, in each case in accordance with
the provisions of the Company Charter Documents, either (a) in
accordance with the applicable definitive purchase, underwriting or
similar agreement approved by the Company Board and upon payment of
the consideration therefor (which shall not be less than the par
value of the Preferred Stock) provided for therein, all in
accordance with the Registration Statement and any applicable
prospectus supplement, or (b) upon conversion, exchange, redemption
or exercise of any other Security, in accordance with the terms of
such Security or the instrument governing such Security providing
for such conversion, exchange, redemption or exercise as approved
by the Company Board, and for the consideration approved by the
Company Board (which shall not be less than the par value of the
Preferred Stock), all in accordance with the Registration Statement
and any applicable prospectus supplement, the shares of Preferred
Stock will be validly issued, fully paid and
non-assessable.
3. With
respect to Warrants, when (i) the Company Board has taken all
necessary corporate action to approve the creation of and the
issuance and terms of the Warrants, the terms of the offering
thereof and related matters, (ii) the Warrant Agreements and
Warrants have been duly prepared, authorized and validly executed
and delivered by the Company and the other parties thereto (if any)
in compliance with all applicable laws, and (iii) the Warrants or
certificates representing the Warrants have been duly registered
and delivered in accordance with the appropriate Warrant Agreements
and the applicable definitive purchase, underwriting or similar
agreement approved by the Company Board and upon payment of the
consideration therefor provided for therein (which shall not be
less than the par value of any Common Stock or Preferred Stock
underlying such Warrants), all in accordance with the Registration
Statement and any prospectus supplement, the Warrants will
constitute valid and legally binding obligations of the
Company.
4. With
respect to the Units, when (i) the Company Board has taken all
necessary corporate action to approve the creation of and the
issuance and terms of the Units, the terms of the offering thereof
and related matters, (ii) such Units and any Unit Agreement or
agreements establishing such Units and the rights of the holders
thereof have been duly prepared, authorized and validly executed
and delivered by the Company and the other parties thereto (if any)
in compliance with all applicable laws, and (iii) such Units have
been delivered in accordance with the applicable definitive
purchase, underwriting or similar agreement approved by the Company
Board and upon payment of the consideration therefor provided for
therein, all in accordance with the Registration Statement and any
prospectus supplement, the Units will constitute valid and legally
binding obligations of the Company.
The
opinions set forth above are subject to the following
qualifications, limitations and exceptions:
(a) The
opinions are subject to (i) the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium, rearrangement,
liquidation, conservatorship or other similar laws now or hereafter
in effect relating to or affecting the rights of creditors
generally, (ii) provisions of applicable law pertaining to the
voidability of preferential or fraudulent transfers and conveyances
and (iii) the fact that the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which
any proceeding therefor may be brought.
(b) The
opinions are subject to the effect of (i) general principles of
equity, including (without limitation) concepts of materiality,
reasonableness, good faith and fair dealing, general matters of
public policy and other similar doctrines generally affecting the
enforceability of agreements (regardless of whether considered in a
proceeding in equity or at law) (ii) obligations of good faith and
fair dealing under New York law, and (iii) other
commonly-recognized statutory and judicial constraints on
enforceability, including statutes of limitation, limitations on
rights to indemnification that contravene law or public policy and
the effectiveness of waivers of rights or benefits that cannot be
effectively waived under applicable law.
(c) In
rendering the opinions, we have assumed that, at the time of the
sale of the Securities, (i) the resolutions of the Board of
Directors of the Company, as reflected in the minutes and
proceedings of the Company, will not have been modified or
rescinded and (ii) there will not have occurred any change in the
laws affecting the authorization, execution, delivery, issuance,
sale, ranking, validity or enforceability of the
Securities.
The
opinions expressed herein are limited to the federal laws of the
United States of America, and, to the extent relevant to the
opinions expressed herein, (i) the Texas Business Organizations
Code and (ii) the laws of the State of New York, in each case as in
effect on the date hereof (all of the foregoing being referred to
as the “Opined on
Law”). We do not express any opinion with respect to
any other laws, or the laws of any other jurisdiction (including,
without limitation, any laws of any other jurisdiction which might
be referenced by the choice-of-law rules of the Opined on Law),
other than the Opined on Law or as to the effect of any such other
laws on the opinions herein stated.
We
hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm contained
therein under the heading “Legal Matters.” In giving
this consent, we do not hereby admit we are in the category of
persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission thereunder.
Very
truly yours,
/s/
Haynes and Boone, LLP
HAYNES
AND BOONE, LLP
Dates Referenced Herein and Documents Incorporated by Reference
