EX-5.1 3 s110721_ex5-1.htm EXHIBIT 5.1

 

Exhibit 5.1

 

GUTIÉRREZ BERGMAN BOULRIS, PLLC 

901 PONCE DE LEON BLVD., SUITE 303 

CORAL GABLES, FL 33134

 

June 11, 2018

 

Health-Right Discoveries, Inc. 

18851 NE 29th Avenue, Suite 700 

Aventura, FL 33180

 

Ladies and Gentlemen:

 

You have requested our opinion with respect to the 20,257,068 shares of the Company’s common stock, par value $0.001 per share (the “Shares”) offered by certain of the Company’s shareholders and included in the Registration Statement filed with the Securities and Exchange Commission on May 8, 2018 (File No. 333-224738) and as subsequently amended (the “Registration Statement”), pursuant to the Securities Act of 1933, as amended (the “Securities Act”). As set forth in the Registration Statement the accompanying prospectus, the Shares consist of (a) 8,893,431 outstanding Shares held by the selling shareholders named therein; and (b) 11,363,637 Shares issuable upon conversion of a $5,000,000 principal amount senior secured convertible promissory note (the “Note”) held by a single selling shareholder as set forth therein.

 

As counsel to the Company, we have examined the original or certified copies of such records of the Company, and such agreements, certificates of public officials, certificates of officers or representatives of the Company and others, and such other documents as we deem relevant and necessary for the opinion expressed in this letter. In such examination, we have assumed the genuineness of all signatures on original documents, and the conformity to original documents of all copies submitted to us as conformed or photostatic copies. As to various questions of fact material to such opinions, we have relied upon statements or certificates of officials and representatives of the Company and others.

 

Based on, and subject to the foregoing, we are of the opinion that (a) the outstanding Shares are duly authorized, validly issued, fully paid and non-assessable; and (b) the Shares issuable upon conversion of the Note are duly authorized, and when issued upon conversion of the Note in accordance with the terms thereof, will be validly issued, fully paid and non-assessable.

 

In rendering this opinion, we advise you that members of this Firm are members of the Bar of the State of Florida. We express no opinion herein concerning the applicability or effect of any laws of any jurisdiction other than the laws of the State of Florida and the Federal laws of the United States of America.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference of our Firm under the heading “Legal Matters” in the Prospectus constituting part of the Registration Statement. In giving such consent, we do not thereby admit that we are included within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations promulgated thereunder.

 

Our Firm is the beneficial owner of 500,000 Shares, 400,000 of which are included in the Registration Statement and an option to purchase an additional 150,000 Shares.

 

Very truly yours,

 

/s/ GUTIÉRREZ BERGMAN BOULRIS, PLLC