EX-5.1 2 ex5-1.htm

 

Exhibit 5.1

 

K&L Gates LLP

925 Fourth Avenue

Suite 2900,

Seattle, WA 98104-1158

T +1 206 623 7580 F +1 206 623 7022 klgates.com

 

July 30, 2021

 

Intellicheck, Inc.

200 Broad Hollow Road, Suite 207

Melville, NY 11747

 

Ladies and Gentlemen:

 

We have acted as your counsel in connection with the Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “1933 Act”), for the registration of 736,000 shares (the “Additional Shares”) of Common Stock, par value $0.001 per share, of Intellicheck, Inc., a Delaware corporation (the “Company”). The Additional Shares are issuable under the Intellicheck, Inc. 2015 Omnibus Incentive Plan (the “2015 Plan”).

 

You have requested our opinion as to the matters set forth below in connection with the Registration Statement. For purposes of rendering that opinion, we have examined the Registration Statement, the Company’s Certificate of Incorporation, as amended, Restated Bylaws, and the corporate action of the Company that provides for the issuance of the Additional Shares, and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials, as applicable, and, as to certain matters of fact that are material to our opinion. In rendering our opinion, we also have made the assumptions that are customary in opinion letters of this kind. We have not verified any of those assumptions.

 

Our opinion set forth below is limited to the Delaware General Corporation Law.

 

Based upon and subject to the foregoing, it is our opinion that the Additional Shares, when issued and paid for pursuant to and in accordance with the 2015 Plan included in the Registration Statement and subject to the board of directors of the Company (the “Board”) or an authorized committee of the Board adopting resolutions authorizing awards under the 2015 Plan and the Company entering into an award agreement, will be validly issued, fully paid, and nonassessable.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving our consent we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations thereunder. Continental Stock Transfer and Trust may rely on this opinion.

 

  Yours truly,
   
  K&L Gates LLP
   
  /s/ K&L Gates LLP