Attached files
file | filename |
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S-1/A - S-1/A - T3M INC. | a58133xsv1za.htm |
EX-4.6 - EX-4.6 - T3M INC. | a58133xexv4w6.htm |
EX-23.1 - EX-23.1 - T3M INC. | a58133xexv23w1.htm |
EX-10.66 - EX-10.66 - T3M INC. | a58133xexv10w66.htm |
Exhibit 5.1
[LKP GLOBAL LAW LLP LETTERHEAD]
May 13, 2011
Board of Directors
T3 Motion, Inc.
2990 Airway Avenue, Building A
Costa Mesa, CA 92626
T3 Motion, Inc.
2990 Airway Avenue, Building A
Costa Mesa, CA 92626
Re: Registration Statement on Form S-1 (File no. 333-171163)
Ladies and Gentlemen:
We have acted as counsel to T3 Motion Inc., a Delaware corporation (the Company), in
connection with the preparation and filing of a Registration Statement on Form S-1 (file no.
333-171163) (the Registration Statement) filed by the Company with United States Securities and
Exchange Commission under the Securities Act of 1933, as amended (Act). The Registration
Statement covers (i) 2,857,143 units (the Units) with each Unit consisting of one share of the
Companys common stock, par value $.001 per share (the Common Stock), one Class H warrant to
purchase one share of the Common Stock (the Class H Warrant) and one Class I warrant to purchase
one share of the Common Stock (the Class I Warrant), to the underwriters for whom Chardan Capital
Markets, LLC is acting as representative (the Underwriters), (ii) up to 428,571 Units which the
Underwriters will have a right to purchase from the Company to cover over-allotments, if any, (the
Over-Allotment Units), (iii) up to 142,857 Shares (the Purchase Option Shares) which Chardan
Capital Markets, LLC, acting as representative of the Underwriters will have the right to purchase
(the Purchase Option) for its own account or that of its designees, (iv) all shares of Common
Stock, all Class H Warrants and all Class I Warrants issued as part of the Units and Over-Allotment
Units, (v) all shares of Common Stock issuable upon exercise of the Class H Warrants and Class
I Warrants included in the Units and Over-Allotment Units and the
Purchase Option and (vi) contractual rights granted to certain investors that
purchase $500,000 or more of the Units as well as certain insiders
converting their debt into substantially identical Units, included in
agreements between the Company and such investors (Negative
Covenant Agreements).
In rendering this opinion, we have examined: (i) the Certificate of Incorporation and By-laws
of the Company, each as presently in effect and to be in effect, and included as Exhibits 3.1
through 3.6, to the Registration Statement; (ii) resolutions of the Companys Board of Directors
authorizing the issuance of the Units, Over-Allotment Units, and Purchase Option and the
preparation and filing of the Registration Statement; (iii) the Registration Statement; (iv) draft
of the Warrant Agency Agreement and the Class H and I Warrant certificates (the Warrant
Documents); (v) draft of the Purchase Option; (vi) draft
of the Negative Covenant Agreement granting the contractual rights
and (vii) such statutory provisions, certificates and
other documents as we have deemed appropriate or necessary as a basis for the opinions hereinafter
expressed. We have also examined such other documents and considered such legal matters as we have
deemed necessary and relevant as the basis for the opinion set forth below. With respect to such
examination, we have assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all documents submitted to us
as reproduced or certified copies, and the authenticity of the originals of those latter documents.
As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied
upon certain representations of certain officers and employees of the Company.
Based upon the foregoing, we are of the opinion that:
(i) The shares of Common Stock included in the Units and Over-Allotment Units have been
duly authorized and, when issued and sold in accordance with and in the manner described in the
prospectus set forth in the Registration Statement, will be duly authorized, validly issued, fully
paid and non-assessable. The shares of Common Stock issuable upon exercise of the Class H and I
Warrants included in the Units and Over-Allotment Units, and issuable upon exercise of the Purchase
Option have been duly and validly authorized and reserved for issuance upon exercise of such Class
H and I Warrants or Purchase Option, and such shares of Common Stock, when so issued upon exercise
of the Class H and I Warrants or Purchase Option and upon delivery by the purchaser of the
consideration for such shares, will be duly authorized, validly issued, fully paid and
non-assessable.
(ii) The Class H and I Warrants, included in the Units and Over-Allotment Units, and the
Purchase Option constitute legal, valid and binding obligations of the Company, enforceable against
it in accordance with its
terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and
other laws of general application affecting enforcement of creditors rights generally, (ii) as
limited by laws relating to the availability of specific performance, injunctive relief, or other
equitable remedies, and (iii) to the extent indemnification provisions contained such documents, if
any, may be limited by applicable federal or state law and consideration of public policy.
(iii) Each of the Units and Over-Allotment Units constitute legal, valid and binding
obligations of the Company, enforceable against it in accordance with its terms, except (i) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general
application affecting enforcement of creditors rights generally, (ii) as limited by laws relating
to the availability of specific performance, injunctive relief, or other equitable remedies, and
(iii) to the extent indemnification provisions contained such documents, if any, may be limited by
applicable federal or state law and consideration of public policy.
(iv)
The rights set forth in the Negative Covenant Agreements constitute legal, valid and binding
obligations of the Company, enforceable against it in accordance
with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of
creditors rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies, and (iii) to the extent indemnification provisions contained such documents, if
any, may be limited by applicable federal or state law and consideration of public policy.
This opinion is limited to the Federal law of the United States, and the applicable statutory
provisions of General Corporation Law of the State of Delaware, including all applicable provisions
of the Delaware Constitution, and reported judicial decisions interpreting those laws and
provisions. We hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference made to this firm in the Registration Statement under the heading
Legal Matters.
This opinion is given as of the effective date of the Registration Statement, and we assume
no obligation to update or supplement the opinions contained herein to reflect any facts or
circumstances which may hereafter come to our attention, or any changes in laws which may hereafter
occur.
Very truly yours,
/s/ LKP Global Law LLP
LKP Global Law LLP