Attached files
| file | filename |
|---|---|
| EX-1.1 - AT MARKET ISSUANCE SALES AGREEMENT - PEDEVCO CORP | ped_ex11.htm |
| 8-K - CURRENT REPORT - PEDEVCO CORP | ped_8k.htm |
Exhibit
5.1
September
29, 2016
PEDEVCO
Corp.
4125
Blackhawk Plaza Circle, Suite 201
Danville,
California 94506
Re:
Registration Statement on Form S-3
File
No. 333-191869
Rule
424(b)(5) Prospectus Supplement
Ladies and Gentlemen:
We have acted as counsel to PEDEVCO
Corp., Inc., a Texas corporation (the
“Company”),
in connection with the Company’s registration statement on
Form S-3 (File No. 333-191869) (the
“Registration
Statement”), filed with
the Securities and Exchange Commission (the
“SEC” or the “Commission”)
under the Securities Act of 1933, as amended (the
“Securities
Act”), and declared
effective by the Commission on November 5, 2013, relating to the
public offering of certain securities of the Company that may be
offered and sold from time to time and on a delayed or a continuous
basis as set forth in a Rule 424(b)(5) prospectus supplement dated
September 29, 2016 (the “Prospectus
Supplement”) and the
accompanying prospectus dated November 5, 2013 (together with the
Prospectus Supplement, the “Prospectus”)
and the proposed public offering of up to $2,000,000 in aggregate
value of the Company’s shares of common stock, par value
$0.001 per share (the “Shares”),
all of which shares are to be sold pursuant to an At Market
Issuance Sales Agreement between the Company and National
Securities Corporation dated September 29, 2016 (the
“Sales
Agreement”). This opinion
letter is furnished to you at your request to enable you to fulfill
the requirements of Item 601(b)(5) of Regulation S-K,
17 C.F.R. § 229.601(b)(5), in connection with the
Registration Statement. The Sales Agreement is being filed as an
exhibit to a Current Report on Form 8-K and will be
incorporated by reference into the Registration
Statement.
For purposes of this opinion letter, we
have examined originals or copies, certified or otherwise
identified to our satisfaction, of (i) the Certificate of
Formation of the Company, as amended to date (the
“Certificate of
Formation”), (ii) the Bylaws of the Company, as
amended to date (the “Bylaws”), (iii) the
Registration Statement and Prospectus and all exhibits thereto,
(iv) the minutes of all pertinent meetings of the Board of
Directors of the Company, and written consents to action without
meeting of the Board of Directors of the Company, relating to the
Registration Statement, the Prospectus, the entry into the Sale
Agreement, the sale of the Shares and the transactions contemplated
thereby, and therewith, (v) the Sales
Agreement; and (vi) such other certificates, statutes
and other instruments and documents as we considered appropriate
for purposes of the opinions hereafter expressed.
The
Loev Law Firm, PC
September 29, 2016
Page
2 of
2
In our examination of the aforesaid 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 original documents of all
documents submitted to us as certified, photostatic or facsimile
copies. As to various questions of fact material to the
opinions expressed below, we have, without independent third party
verification of their accuracy, relied in part, and to the extent
we deemed reasonably necessary or appropriate, upon the
representations and warranties of the Company contained in such
documents, records, certificates, instruments or representations
furnished or made available to us by the Company, including in the
Registration Statement, Prospectus and Sales Agreement.
This opinion letter is given, and all
statements herein are made, in the context of the
foregoing.
This opinion letter is based as to matters of law
solely on the laws governing corporations of the State of
Texas and the federal laws of
the United States of America, as in effect on the date hereof. We
express no opinion herein as to
any other laws, statutes, ordinances, rules, or regulations (and in
particular, we express no opinion as to any effect that such other
laws, statutes, ordinances, rules, or regulations may have on the
opinion expressed herein).
Based
upon the foregoing, and subject to the limitations set forth below,
we are of the opinion that the Shares have been duly authorized by
all necessary corporate action on the part of the Company and, when
issued by the Company and delivered by the Company against payment
therefor as contemplated by the Sales Agreement and a Placement
Notice (as defined in the Sales Agreement), will be duly and
validly issued, fully paid and non-assessable.
We
have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources
believed by us to be reliable.
This
opinion letter has been prepared for use in connection with the
Current Report on Form 8-K to be filed by the Company on or
about September 29, 2016.
Please
note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
This opinion is based upon currently existing statutes, rules,
regulations and judicial decisions, and we disclaim any obligation
to advise you of any change in any of these sources of law or
subsequent legal or factual developments which might affect any
matters or opinions set forth herein.
Sincerely,
/s/ The Loev Law Firm, PC
The
Loev Law Firm, PC