EX-5.1 2 ex5-1.htm

 

Exhibits 5.1 and 23.1

 

December 20, 2022

CarbonMeta Technologies, Inc.

13110 NE 177th Place, Suite 145

Woodinville, WA 98072

 

Re: Registration Statement on Form S-1, Amendment No. 4

 

Ladies and Gentlemen:

 

I am counsel for CarbonMeta Technologies, Inc., a Delaware corporation (the “Company”), in connection with the proposed public offering of up to 2,781,937,537 shares of the common stock, $0.0001 par value per share (“Common Stock”), of the Company by the selling shareholders listed in Exhibit A, attached hereto (collectively, the “Selling Shareholders”) under the Securities Act of 1933, as amended, through a Registration Statement on Form S-1 (the “Registration Statement”) as to which this opinion is a part, to be filed with the Securities and Exchange Commission on or about December 20, 2022.

 

In connection with rendering my opinion as set forth below, I have reviewed and examined originals or copies identified to my satisfaction of the following:

 

(1) Articles of Incorporation, of the Company as filed with the Secretary of State of Delaware;

 

(2) By-laws of the Company;

 

(3) Corporate minutes containing the written resolutions of the Board of Directors of the Company;

 

(4) The Registration Statement and the prospectus contained within the Registration Statement; and

 

(5) The other exhibits of the Registration Statement.

 

I have examined such other documents and records, instruments and certificates of public officials, officers and representatives of the Company, and have made such other investigations as I have deemed necessary or appropriate under the circumstances.

 

In my examination, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as original documents and the conformity to original documents of all documents submitted to me as certified, conformed, facsimile, electronic or photostatic copies. I have relied upon the statements contained in the Registration Statement and certificates of officers of the Company, and I have made no independent investigation with regard thereto.

 

Based upon the foregoing and in reliance thereon, it is my opinion that the 908,932,537 shares that are currently issued and outstanding and being offered by the Selling Shareholders are legally, issued, fully paid and non-assessable; and 1,308,630,000 shares of common stock issuable upon conversion of outstanding convertible notes and 564,375,000 shares of common stock issuable upon exercise of warrants will be legally issued, fully paid and non-assessable when offered by the Selling Shareholders under the Registration Statement, pursuant to the laws of the State of Delaware and the laws of the United States of America.

 

I hereby consent to this opinion being included as an exhibit to the Registration Statement and to the use of my name under the caption “EXPERTS” in the prospectus constituting a part thereof.
 

  Law Offices of Gary L. Blum
   
  /s/ Gary L. Blum, Esq.
  Gary L. Blum, Esq.

 

1

 

 

Exhibit A

 

Name   Shares
     
Lloyd Spencer   934,071,428
Tangiers Investment Group, LLC   527,500,000
MacRab, LLC   317,032,775
EcoMena Limited   160,000,000
Salvum Corporation   83,333,334
Mark Duiker   30,000,000
Mohamed Khalil   30,000,000
Bill Elder   20,000,000
BHP Capital NY Inc.   212,500,000
Quick Capital, LLC   212,500,000
Robert Papiri Defined Benefit Plan   85,000,000
Robert Papiri Defined Contribution Plan   21,250,000
RGP Capital Partners, Inc.   148,750,000
     
Total   2,781,937,537 common shares

 

2