EX-5.1 2 ex5x1.htm EXHIBIT 5.1

Exhibit 5.1

 

 

 

Carroll Legal LLC

1449 Wynkoop Street

Suite 507

Denver, CO 80202

 

March 29, 2024

 

Ascent Solar Technologies, Inc.

Thornton, Colorado

 

Ladies and Gentlemen:

 

We have acted as counsel to Ascent Solar Technologies, Inc., a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 546,173 shares (the “Shares”) of Common Stock, par value $0.0001 per share (the “Common Stock”), consisting of (a) 525,000 shares of Common Stock issuable pursuant to the Company’s 2023 Equity Incentive Plan (the “Plan”), (b) 17,673 shares of Common Stock issuable pursuant to an inducement RSU grant agreed to by the Company and Jeffrey Max in connection with Mr. Max’s commencement of employment with the Company (the “CEO RSU Inducement Grant”), and (c) 3,500 shares of Common Stock issuable pursuant to an inducement RSU grant agreed to by the Company and Paul Warley in connection with Mr. Warley’s commencement of employment with the Company (the “CFO RSU Inducement Grant”).

 

In connection with this opinion, we have examined and relied upon (a) the Registration Statement, (b) the Company’s Certificate of Incorporation and Bylaws, each as currently in effect, (c) the Plan, and (d) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery by all persons other than by the Company of all documents where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

 

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

 

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the CEO RSU Inducement Grant, and the CFO RSU Inducement Grant and the Registration Statement, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

 

We consent to the filing of this opinion as an exhibit to the Registration Statement.

 

Sincerely,

 

Carroll Legal LLC

 

By: /s/ James H. Carroll  
  James H. Carroll  
  Managing Member