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

__________________

 

111 Broadway
Suite 807

New York, NY 10006
T - (212) 417-8160
F - (212) 417-8161

__________________

www.lucbro.com

 

February 23, 2024

 

Connexa Sports Technologies Inc.

2709 North Rolling Road, Suite 138

Windsor Mill, Maryland 21244

 

  Re: Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We have acted as counsel to you, Connexa Sports Technologies Inc., a Delaware corporation (the “Company”), in connection with filing with the U.S. Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-1 (File No. 333-[ ]) (as amended or supplemented, the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the resale by Armistice Capital Master Fund Ltd. and Smartsports LLC of up to an aggregate of 20,136,080 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”) consisting of (a) 9,944,406 shares of Common Stock issuable upon the exercise of warrants issued on December 6, 2023, as amended, each at an exercise price of $0.16 per share (subject to adjustment) with a term of five and one half years (the “Warrants,” and the shares of Common Stock underlying the Warrants, the “Warrant Shares”), (b) 9,991,674 shares of the Common Stock issuable upon conversion, at a conversion price of $0.32, of an aggregate amount of $3,197,335.65 owed pursuant to a promissory note (the “Note,” and the shares of Common Stock underlying the Note, the “Note Conversion Shares”) issued pursuant to a Loan and Security Agreement, as amended (the “LSA”) and (c) up to 200,000 shares of Common Stock owned by Smartsports LLC (the “Smartsports Shares”), an investor relations consultant engaged by the Company. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.

 

The offering of the Warrant Shares, the Note Conversion Shares and the Smartsports 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 Certificate 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 Delaware General Corporation Law, and we express no opinion with respect to any other laws. This opinion is limited to the laws in effect as of the date the Registration Statement is declared effective by the Commission and is provided exclusively in connection with the offering contemplated by the Registration Statement.

 

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

 

1. Upon due exercise of the Warrants and payment to the Company of the applicable aggregate exercise price in accordance with the terms of the Warrants, and when certificates or book-entry evidence of ownership for the Warrant Shares have been duly executed and countersigned and delivered in accordance with and pursuant to the terms of the Warrants, the Warrant Shares issuable upon such exercise will be duly and validly issued, fully paid and non-assessable shares of Common Stock;
2. The Note Conversion Shares will be validly issued, fully paid and non-assessable when such shares shall have been duly issued and delivered upon conversion of the Note pursuant to the terms of the LSA and the Note; and
3. The Smartsports Shares were duly and validly issued and are fully paid and non-assessable shares of Common Stock.

 

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 Securities 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 Securities Act or the rules and regulations of the Commission thereunder.

 

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