EX-5.1 2 exh5_1.htm EXHIBIT 5.1 exh5_1.htm
 


Exhibit 5.1
 
   
 
 
 
December 17, 2013
 
VIA E-MAIL
 
Boston Therapeutics, Inc.
1750 Elm Street, Suite 103
Manchester, NH 03104
 
Re:           Boston Therapeutics, Inc. - Registration Statement on Form S-1 - Registration No. 333-192344
 
 
Dear Ladies and Gentlemen:
 
We have acted as counsel to Boston Therapeutics, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing by the Company with the Securities and Exchange Commission of a Registration Statement on Form S-1 (the "Registration Statement"), under the Securities Act of 1933, as amended (the "Securities Act"). Such Registration Statement relates to the registration for resale by the selling stockholders listed in the prospectus included in the Registration Statement of 28,297,340 shares of common stock, par value $0.001 per share, of the Company (the "Common Stock") including 17,659,007 outstanding shares of Common Stock (the “Outstanding Shares”) and 10,638,333 shares of Common Stock that may be issued upon the exercise of warrants held by the selling stockholders (the "Warrant Shares").
 
In connection with the Registration Statement, we have examined and relied upon copies of such documents and instruments that we have deemed necessary for the expression of the opinions contained herein. In our examination of these documents, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents, the authenticity of all documents submitted to us as originals and the conformity to the original documents of all copies. Based upon the foregoing examination, we are of the opinion that the Outstanding Shares of Common Stock are, and the Warrant Shares will be, if issued pursuant to the terms of the applicable warrants, duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of the Company.
 
The opinion expressed herein is limited to the federal securities laws of the United States of America and the corporate laws of the State of Delaware and we express no opinion as to the effect on the matters covered of the laws of any other jurisdiction. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.
 
 
 

 
 
 
Boston Therapeutics, Inc.
December 17, 2013
Page
 
 
 

 
 
Very truly yours,
SEYFARTH SHAW LLP
/s/ Seyfarth Shaw LLP