Attached files
| file | filename |
|---|---|
| S-1/A - AMENDMENT NO. 1 TO REGISTRATION STATEMENT - Celsius Holdings, Inc. | fs10110a1_celsius.htm |
| EX-4.5 - FORM OF UNDERWRITING AGREEMENT - Celsius Holdings, Inc. | fs10110a1ex4v_celsius.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - Celsius Holdings, Inc. | fs10110a1ex1i_celsius.htm |
| EX-4.6 - SPECIMEN COMMON STOCK CERTIFICATE - Celsius Holdings, Inc. | fs10110a1ex4vi_celsius.htm |
| EX-23.1 - CONSENT OF SHERB & CO. - Celsius Holdings, Inc. | fs10110a1ex23i_celsius.htm |
| EX-3.4 - CERTIFICATE OF CHANGE - Celsius Holdings, Inc. | fs10110a1ex3iv_celsius.htm |
| EX-4.7 - WARRANT AGREEMENT WITH ATTACHED FORM OF WARRANT - Celsius Holdings, Inc. | fs10110a1ex4vii_celsius.htm |
Exhibit
5.1
<LETTERHEAD
OF ARNSTEIN & LEHR, LLP>
Celsius
Holdings, Inc.
Delray
Beach, FL 33483
Re: Celsius
Holdings, Inc. (the “Company”)
Ladies
and Gentlemen:
You have
requested our opinion with respect to the shares of the Company’s common stock,
$0.001 par value per share (the “Common Stock”), warrants to purchase common
stock (“Warrants”), the Underwriter’s Unit Purchase Option (the “Option”) and
the shares of Common Stock and Warrants underlying the Option (the “Option
Securities”), included in the Registration Statement on Form S-1 filed with the
U.S. Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended (the “Securities Act”).
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
opinions 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, when the shares of
Common Stock, Warrants, the Option and the Option Securities are issued and
delivered in accordance with the Underwriting Agreement, the Warrants or the
Option, as the case may be, all as filed as exhibits to the Registration
Statement, the shares of Common Stock, Warrants, Option and Option Securities
will be duly and validly issued, and the Common Stock will be fully paid and
non-assessable.
We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement. We also consent to the use of our name under the caption
“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.
Very
truly yours,
/s/ Arnstein & Lehr
LLP