Attached files
file | filename |
---|---|
S-1/A - S-1/A - Swisher Hygiene Inc. | g25509a2sv1za.htm |
EX-23.1 - EX-23.1 - Swisher Hygiene Inc. | g25509a2exv23w1.htm |
EX-23.2 - EX-23.2 - Swisher Hygiene Inc. | g25509a2exv23w2.htm |
Exhibit
5.1
January 10,
2011
Swisher Hygiene Inc.
4725 Piedmont Row Drive, Suite 400
Charlotte, North Carolina 28210
4725 Piedmont Row Drive, Suite 400
Charlotte, North Carolina 28210
Re:
Registration Statement on Form S-1 (Reg. No. 333-170633)
Ladies and Gentlemen:
We have acted as counsel to Swisher Hygiene Inc., a Delaware corporation (the Company), in
connection with the preparation and filing by the Company with the Securities and Exchange
Commission of the Registration Statement on Form S-1
(Reg. No. 333-170633) (as amended to date, the Registration Statement), under the
Securities Act of 1933, as amended (the Securities Act). The Registration Statement relates to
the registration for resale by the selling stockholders listed in the prospectus included in the
Registration Statement of 75,721,525 shares of common stock, par value $0.001 per share, of the
Company (the Common Stock), including 5,500,000 shares of Common Stock that may be issued upon
the exercise of warrants held by a selling stockholder (the
Warrant Shares) and 2,631,914 shares of Common Stock
that may be issued upon conversion of outstanding promissory notes
held by selling stockholders (Note Shares).
In connection with the Registration Statement, we have examined and relied upon copies of such
documents and instruments that we have deemed necessary for the expression of the opinions
contained herein. In our examination of these documents, we have assumed, without independent
investigation, the genuineness of all signatures, the legal capacity of all individuals who have
executed any of the documents, the authenticity of all documents submitted to us as originals and
the conformity to the original documents of all copies. Based upon the foregoing examination, we
are of the opinion that the outstanding shares of Common Stock are,
and the Warrant Shares and Note Shares will be,
if issued pursuant to the terms of the applicable warrants and
promissory notes, duly authorized, validly issued, fully
paid, and non-assessable shares of Common Stock of the Company.
The opinion expressed herein is limited to the federal securities laws of the United States of
America and the corporate laws of the State of Delaware and we express no opinion as to the effect
on the matters covered of the laws of any other jurisdiction. We hereby consent to the filing of
this opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ Akerman Senterfitt
/s/ Akerman Senterfitt