Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - REED'S, INC. | reeds_8k-021810.htm |
| EX-99.1 - PRESS RELEASE - REED'S, INC. | reeds_8k-ex9901.htm |
| EX-10.1 - ENGAGEMENT LETTER - REED'S, INC. | reeds_8k-ex1001.htm |
| EX-4.1 - SECURITIES PURCHASE AGREEMENT - REED'S, INC. | reeds_8k-ex0401.htm |
| EX-4.2 - COMMON STOCK PURCHASE WARRANT - REED'S, INC. | reeds_8k-ex0402.htm |
| EX-10.2 - AMENDMENT TO ENGAGEMENT LETTER - REED'S, INC. | reeds_8k-ex1002.htm |
EXHIBIT
5.1
Qashu & Schoenthaler LLP
4695
MacArthur Court, 11th Floor
Newport
Beach, California 92660
February
22, 2009
Reeds,
Inc.
13000
South Spring Street
Los
Angeles, California 90061
Ladies
and Gentlemen:
You have
requested our opinion with respect to certain matters in connection with the
sale and issuance by Reed’s Inc., a Delaware corporation (the “Company”), of up to an
aggregate of 277,359 units (the “Units”), comprised of an
aggregate of 277,359 shares of the Company’s common stock, par value $0.001 per
share (the “Common
Stock”), and warrants to purchase up to an aggregate of an additional
83,208 shares of the Company’s Common Stock (the “Warrants”), pursuant to a
registration statement on Form S-3 (Registration No. 333-159298) filed with the
Securities Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended (the “Securities Act”), on May 15,
2009, and subsequently amended on each of June 23, 2009 and August 11, 2009
(together, the “Original
Registration Statement”), the related prospectuses included therein (the
“Prospectuses”), the
first prospectus supplement filed on October 6, 2009 (the “First Prospectus Supplement”),
a registration statement on Form S-3 (Registration No. 333-164965) filed with
the Commission in accordance with to Rule 462(b) of the Securities Act on
February 17, 2010 (the “462(b)
Registration Statement” and, together with the Original Registration
Statement, the “Registration
Statements”) and the second prospectus supplement to be filed with the
Commission pursuant to Rule 424(b) under the Securities Act (the “Second Prospectus Supplement”
and, together with the First Prospectus Supplement, the “Prospectus
Supplements”).
In
connection with this opinion, we have examined and relied upon: (i) the
Registration Statements (ii) the Prospectuses; (iii) the Prospectus Supplements;
(iv) the Securities Purchase Agreement, dated February 18, 2010, by and among
the Company and each purchaser identified on the signature pages thereto (the
“Securities Purchase
Agreement”); (v) the form of warrant to be filed as an exhibit to a
Current Report of the Company on Form 8-K (the “Common Stock Purchase
Warrant”); (vi) the Certificate of Incorporation of the Company, as
amended through the date hereof (the “Amended Certificate of
Incorporation”); (vii) the bylaws of the Company, dated September 7,
2001; and (viii) such other documents, certificates, corporate records, opinions
and other instruments we have deemed necessary or appropriate for the purpose of
this opinion.
In our
examination, we have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as original documents, the conformity to
original documents or certified documents of all copies submitted to us as
conformed or reproduction copies, the legal capacity of natural persons who are
signatories to the documents examined by us, and the legal power and authority
of all persons signing on behalf of the parties to all documents. We
have also assumed that upon issuance of any shares of Common Stock upon exercise
of the Warrants, the total number of shares of Common Stock issued and
outstanding will not exceed the total number of shares of Common Stock that the
Company is then authorized to issue under its Amended Certificate of
Incorporation.
As to the
facts upon which this opinion is based and which we did not independently
establish or verify, we have relied, to the extent we deem such reliance proper,
and without independent investigation, upon certificates of public officials and
certificates, statements and representations of the officers, directors,
employees and other representatives of the Company.
On the
basis of the foregoing and subject to the assumptions, qualifications and
limitations set forth herein, we are of the opinion that:
1. the
shares of Common Stock underlying the Units, when duly issued and delivered
against payment therefor, in accordance with the provisions of the Securities
Purchase Agreement and in the manner contemplated by Registration Statements,
the Prospectuses and the Prospectus Supplements, will be validly issued, fully
paid and nonassessable;
Reed’s
Inc.
February
19, 2010
Page 2 of
2
2. the
Warrants underlying the Units, when duly issued and delivered against payment
therefor, in accordance with the provisions of the Securities Purchase Agreement
and in the manner contemplated by Registration Statements, the Prospectuses and
the Prospectus Supplements, will be valid and legally binding obligations of the
Company, enforceable against the Company in accordance with their terms, except
to the extent that enforcement thereof may be limited by: (a) bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium, or other similar
laws now or hereafter in effect relating to creditors’ rights generally; and (b)
general principles of equity (regardless of whether enforceability is considered
in a proceeding at law or in equity); and
3.
the shares of Common Stock underlying the Warrants, when duly issued and
delivered against payment therefor, in accordance with the provisions of the
Common Stock Purchase Warrant and in the manner contemplated by the Registration
Statements, the Prospectuses and the Prospectus Supplements, will be validly
issued, fully paid and nonassessable.
The
opinions expressed herein are based upon and limited to the General Corporation
Law of the State of Delaware, as amended. We express no opinion as to
any other laws, statutes, regulations or ordinances. As used herein, the term
“General Corporation Law of the State of Delaware, as amended” includes the
statutory provisions and regulations and also all applicable provisions of the
Delaware Constitution and reported judicial and regulatory decisions
interpreting these laws.
The
opinions expressed herein are based upon the facts in existence and laws in
effect on the date hereof, and we assume no obligation to advise you of any
changes in the foregoing which may hereafter occur.
We hereby
consent to the reference to this firm under the caption “Legal Matters” in the
Second Prospectus Supplement and to the filing of this opinion as an exhibit to
a Current Report of the Company on Form 8-K. 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. Except as otherwise set forth herein, this
opinion may not be used, circulated, quoted or otherwise referred to for any
purpose or relied upon by any other person without our prior written
consent.
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Very
truly yours,
/s/
Qashu & Schoenthaler LLP
QASHU
& SCHOENTHALER LLP
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