Attached files

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EX-10.2 - EX-10.2 - Simply, Inc.ifon-ex102_7.htm
EX-10.1 - EX-10.1 - Simply, Inc.ifon-ex101_6.htm
EX-4.1 - EX-4.1 - Simply, Inc.ifon-ex41_8.htm
8-K - 8-K - Simply, Inc.ifon-8k_20170802.htm

Exhibit 5.1

 

August 3, 2017

 

InfoSonics Corporation

3636 Nobel Drive, Suite #325,

San Diego, CA  92122

 

Ladies and Gentlemen:

We have acted as counsel to InfoSonics Corporation, a Maryland corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), of a registration statement on Form S-3 (File No. 333-204469) (the “Registration Statement”), including the prospectus which forms a part of the Registration Statement (the “Base Prospectus”), and the prospectus supplement dated August 2, 2017 filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations of the Securities Act (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) with respect to the issuance and sale by the Company of an aggregate of 2,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”).  The Shares are being sold pursuant to the terms of a Securities Purchase Agreement, dated August 2, 2017, by and between the Company and the purchasers named therein (the “Purchase Agreement”).

We have examined the Registration Statement, the Prospectus, the Purchase Agreement and such documents and records of the Company and other documents as we have deemed necessary for the purposes of this opinion. In such examination, we have assumed the following: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; and (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.

 

Based upon the foregoing, it is our opinion that the Shares have been duly authorized by all necessary corporate action of the Company and, upon (i) the due execution by the Company and registration by its registrar of the Shares, (ii) the offering and sale of the Shares in accordance with the Purchase Agreement and (iii) receipt by the Company of the consideration therefor in accordance with the terms of the Purchase Agreement, the Shares will be validly issued, fully paid and non-assessable.

 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed with the Commission on or about the date hereof, to the incorporation by reference of this opinion into the Registration Statement and any amendments thereto, including any and all post-effective amendments, and to the reference to us under the headings “Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or related rules and regulations of the Commission issued thereunder.

 

 

Very truly yours,

/s/ PERKINS COIE LLP