EX-5.1 2 ex5x1.htm EXHIBIT 5.1


Exhibit 5.1
 
 
 



 
            August 24, 2017
 
VIA ELECTRONIC TRANSMISSION
 
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
 
Re: Bioptix, Inc. Form S-3 Registration Statement (Registration No. 333-217397)
 
Ladies and Gentlemen:
 
We refer to the above-captioned registration statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed by Bioptix, Inc., a Colorado corporation (the “Company”), with the Securities and Exchange Commission. We have acted as special counsel to the Company in connection with the registration of (i) 900,000 shares of common stock (the “Outstanding Shares”), (ii) 1,957,161 shares of common stock issuable upon the conversion of outstanding 2% convertible promissory notes (the “Note Shares”) and (iii) 2,800,000 shares of common stock issuable upon the exercise of outstanding warrants (the “Warrant Shares”) offered for resale by the selling stockholders named in the Registration Statement.
 
We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.
 
Based on our examination mentioned above, we are of the opinion that the securities being sold pursuant to the Registration Statement, consisting of the Outstanding Shares, Notes Shares and Warrant Shares, are duly authorized and (a) with respect to the Outstanding Shares, legally and validly issued, fully paid and non-assessable, and (b) with respect to the Note Shares and Warrant Shares, will be, when issued upon conversion or exercise of the notes and warrants, legally and validly issued, fully paid and non-assessable.
 
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under “Legal Matters” in the related Prospectus. 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 Act, or the rules and regulations of the Securities and Exchange Commission.
 
 
Very truly yours,
  
     
 
 /s/ Sichenzia Ross Ference Kesner LLP  
  Sichenzia Ross Ference Kesner LLP