Attached files

file filename
EX-23.1 - EXHIBIT 23.1 - RIGHTSCORP, INC.ex23-1.htm
EX-21.1 - EXHIBIT 21.1 - RIGHTSCORP, INC.ex21-1.htm
S-1 - FORM S-1 - RIGHTSCORP, INC.forms1.htm

 

EXHIBIT 5.01

 

SICHENZIA ROSS FRIEDMAN FERENCE LLP

61 Broadway, 32nd Floor

New York, NY 10006

 

Telephone: (212) 930-9700

Facsimile: (212) 930-9725

 

November 7, 2014

 

VIA ELECTRONIC TRANSMISSION

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 

RE:   Rightscorp, Inc.
    Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We refer to the above-captioned registration statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed by Rightscorp, Inc., a Nevada corporation (the “Company”), with the Securities and Exchange Commission on this November 7, 2014.

 

We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.

 

Based on our examination mentioned above, we are of the opinion that the 10,928,000 shares of common stock being offered pursuant to the Registration Statement are duly authorized, legally and validly issued, fully paid and non-assessable and the 16,392,000 shares of common stock, issuable upon exercise of warrants and being offered pursuant to the Registration Statement, will be, when issued in the manner described in the Registration Statement, duly authorized, legally and validly issued, fully paid and non-assessable.

 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under “Legal Matters” in the related Prospectus. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.

 

  Very truly yours,
   
  /s/ Sichenzia Ross Friedman Ference LLP
  Sichenzia Ross Friedman Ference LLP