EX-5.1 2 ex5_1.htm

Exhibit 5.1

 

LUCOSKY BROOKMAN LLP 

101 Wood Avenue South 

5th Floor 

Woodbridge, NJ 08830 

T - (732) 395-4400 

F- (732) 395-4401

   
April 17, 2023  
 

  

111 Broadway 

Suite 807 

New York, NY 10006 

T - (212) 417-8160 

F - (212) 417-8161

 

Clean Vision Corporation

2711 N. Sepulveda Blvd. #1051

Manhattan Beach, CA 90266

www. lucbro.com

 

  Re:  Registration Statement on Form S-1   

 

Ladies and Gentlemen:

 

We are acting as counsel for Clean Vision Corporation, a Nevada corporation (the “Company”) in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-1 (the “Registration Statement”). The Company is filing the Registration Statement in connection with the offering from time to time, pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “Act”), by certain selling stockholders (the “Selling Stockholders”) of up to 932,369,700 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share. The Shares include:

 

  (i) up to 898,869,700 Shares pursuant to that certain Securities Purchase Agreement the Company closed on with one (1) Selling Shareholder on February 21, 2023 (the “February Purchase Agreement”), which includes (a) 840,000,000 Shares issuable upon conversion of senior convertible notes in the aggregate principal amount of $4,000,000 (the “February Notes”) and (b) 58,869,700 Shares issuable upon exercise of warrants issued pursuant to the February Purchase Agreement (the “February Warrants”); and

 

  (ii) up to 33,500,000 Shares pursuant to those certain Securities Purchase Agreements entered into and closed on February 22, 2023 with five (5) Selling Stockholders (the “Reg. D. Purchase Agreement”) as follows (a) up to 16,750,000 Shares issued pursuant to the Reg. D. Purchase Agreements (the Reg. D. Shares”) and (b) up to 16,750,000 Shares issuable upon exercise of the warrants issued pursuant to the Reg. D. Purchase Agreements (the “Reg. D. Warrants”).

 

The offering of the Shares will be as set forth in the prospectus (the “Prospectus”) contained in the Registration Statement, as amended, and as supplemented from time to time.

 

In rendering these opinions, we have examined the Company’s Articles of Incorporation and Bylaws, both as amended and currently in effect, the Registration Statement, and the exhibits thereto, and such other records, instruments and documents as we have deemed advisable in order to render these opinions. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photo static copies and the authenticity of the originals of such latter documents. In providing these opinions, we have further relied as to certain matters on information obtained from officers of the Company. We are opining herein as to the laws of the United States and Chapter 78 of the Nevada Revised Statutes of the State of Nevada, and we express no opinion with respect to any other laws.

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

 

  · The issuance of the Shares has been duly authorized by all necessary corporate action of the Company, and when the Shares have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the holder of such Shares and have been issued by the Company upon (i) conversion of the February Notes as set forth in the Registration Statement, such shares will be validly issued, fully paid and non-assessable and (ii) exercise of the February Warrants and the Reg. D. Warrants against payment therefor as set forth in the Registration Statement, such shares will be validly issued, fully paid and non-assessable.
     
  · The Reg. D. Shares have been duly authorized, validly issued, fully paid and non-assessable.

 

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby 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 Commission thereunder.

 

  Very Truly Yours,
   
  /s/ Lucosky Brookman LLP
  Lucosky Brookman LLP