Attached files
| file | filename |
|---|---|
| EX-4.8 - EXHIBIT 4.8 - VERUS INTERNATIONAL, INC. | v410513_ex4-8.htm |
| EX-4.7 - EXHIBIT 4.7 - VERUS INTERNATIONAL, INC. | v410513_ex4-7.htm |
| EX-4.6 - EXHIBIT 4.6 - VERUS INTERNATIONAL, INC. | v410513_ex4-6.htm |
| EX-4.9 - EXHIBIT 4.9 - VERUS INTERNATIONAL, INC. | v410513_ex4-9.htm |
| EX-23.1 - EXHIBIT 23.1 - VERUS INTERNATIONAL, INC. | v410513_ex23-1.htm |
| EX-4.10 - EXHIBIT 4.10 - VERUS INTERNATIONAL, INC. | v410513_ex4-10.htm |
| EX-4.12 - EXHIBIT 4.12 - VERUS INTERNATIONAL, INC. | v410513_ex4-12.htm |
| EX-10.9 - EXHIBIT 10.9 - VERUS INTERNATIONAL, INC. | v410513_ex10-9.htm |
| EX-10.8 - EXHIBIT 10.8 - VERUS INTERNATIONAL, INC. | v410513_ex10-8.htm |
| EX-4.11 - EXHIBIT 4.11 - VERUS INTERNATIONAL, INC. | v410513_ex4-11.htm |
| S-1 - FORM S-1 - VERUS INTERNATIONAL, INC. | v410513_s1.htm |
Exhibit 5.1
The Chrysler Building
405 Lexington Avenue, 26th Floor
New York, New York 10174
Telephone (212) 907-6457
Facsimile: (212) 208-4657
| May 13, 2015 |
The Board of Directors of RealBiz Media Group, Inc.
2690 Weston Road, Suite 200
Weston, Florida 33331
Re: Registration Statement on Form S-1
Gentlemen:
At your request, we have examined the Registration Statement on Form S-1 (the “Registration Statement”) filed by RealBiz Media Group, Inc., a Delaware corporation (the “Company”), that is intended to register under the Securities Act of 1933, as amended (the “Securities Act”), an aggregate of 7,475,000 shares of the Company’s common stock (the “Shares”), consisting of 6,500,000 shares of common stock issuable upon conversion of certain convertible promissory notes (the “Convertible Shares”) and 975,000 shares of common stock issuable upon exercise of certain warrants (the “Warrant Shares”).
We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies.
Based on the foregoing, we are of the opinion that, when the Registration Statement has been declared effective by the order of the Securities and Exchange Commission, under Delaware law, the Convertible Shares and the Warrant Shares have been duly authorized and, when issued upon conversion and/or exercise, and sold and paid for in the manner contemplated by and upon the terms and conditions set forth in the Registration Statement, will be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an Exhibit to the Registration Statement and to the use of our name in the prospectus constituting a part thereof.
Very truly yours,
| /s/ Gracin & Marlow, LLP | ||
| Gracin & Marlow, LLP |