Attached files
| file | filename |
|---|---|
| S-1 - EnSync, Inc. | v195550_s1.htm |
| EX-23 - EnSync, Inc. | v195550_ex23.htm |
| EX-10.2 - EnSync, Inc. | v195550_ex10-2.htm |
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September
3, 2010
ZBB
Energy Corporation
N93
W14475 Whittaker Way
Menomonee
Falls, WI 53051
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RE:
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Registration
Statement on Form S-1 Filed by ZBB Energy
Corporation
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Gentlemen:
We have
acted as special counsel to ZBB Energy Corporation, a Wisconsin corporation (the
“Company”), in connection with the issuance and sale by the Company of a number
of shares (the “Shares”) of the Company’s common stock, $0.01 par value per
share (“Common Stock”) with an aggregate value of $3,694,429 as calculated in
accordance with terms of the Purchase Agreement (as defined
below). In accordance with the Securities Act of 1933, as amended,
and the rules and regulations promulgated thereunder, the Company has prepared
to be filed with the Securities and Exchange Commission (the “SEC”) a
Registration Statement on Form S-1 (the “Registration Statement”), including a
prospectus (the “Prospectus”) relating to the Shares. The Shares will
be issued and sold pursuant to the terms of an Amended and Restated Securities
Purchase Agreement dated as of August 30, 2010 (the “Purchase Agreement”)
between Socius CG II, Ltd. and the Company and a warrant which is subject to the
terms of a Warrant to Purchase Common Stock (the “Common Stock Purchase
Warrant”).
In our
capacity as special counsel to the Company in connection with the registration
of the Shares, we have examined: (i) the Registration Statement and the
Prospectus; (ii) the Company’s amended articles of incorporation and by-laws;
(iii) certain resolutions of the Company’s board of directors; (iv) the Purchase
Agreement; (v) the Common Stock Purchase Warrant; and (vi) such other
proceedings, documents and records as we have deemed necessary or advisable for
purposes of this opinion.
In our
examination of such documents, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the accuracy and
completeness of all documents submitted to us, the authenticity of all original
documents, and the conformity to authentic original documents of all documents
submitted to us as copies. As to all matters of fact, we have relied
on the representations and warranties and statements of fact made in the
documents so reviewed, and we have not independently established the facts so
relied on.
Offices
in Milwaukee, Madison, Waukesha, Green Bay & Appleton, WI; and Washington,
DC
Godfrey
& Kahn is a member of Terralex®, a
worldwide network of independent law firms.
ZBB
Energy Corporation
September
3, 2010
Page
2
Based on
the foregoing and subject to the limitations, qualifications and assumptions set
forth herein, we are of the opinion that the Shares have been duly authorized,
and when issued and sold in accordance with the terms of the Purchase Agreement
and the Common Stock Purchase Warrant, will be validly issued, fully paid and
non-assessable.
The
foregoing opinions are limited to the laws of the United States and the State of
Wisconsin, including the statutory provisions, all applicable provisions of the
Constitution of the State of Wisconsin and reported judicial decisions
interpreting these laws, each as in effect as of the date on which the SEC
declares the Registration Statement effective (the “Effective Date”), and no
opinion is expressed with respect to such laws as subsequently amended, or any
other laws, or any effect that such amended or other laws may have on the
opinion expressed herein. The foregoing opinion is limited to the
matters stated herein, and no opinion is implied or may be inferred beyond the
matters expressly stated herein. The foregoing opinion is given as of
the Effective Date, and we undertake no obligation to advise you of any changes
in applicable laws after the Effective Date or of any facts that might change
the opinion expressed herein that we may become aware of after the Effective
Date.
We
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to us under the heading “Legal Matters” in the
Prospectus. In giving this consent, we do not admit that we are
experts within the meaning of Section 11 of the Securities Act, or within the
category of persons whose consent is required to be given under Section 7 of the
Securities Act.
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Very
truly yours,
/s/
Godfrey & Kahn, S.C.
GODFREY
& KAHN, S.C.
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