Attached files
| file | filename |
|---|---|
| EX-24.1 - POWER OF ATTORNEY - PREMIER BIOMEDICAL INC | biei_ex241.htm |
| EX-23.1 - CONSENT OF M&K CPAS, PLLC - PREMIER BIOMEDICAL INC | biei_ex231.htm |
| S-1 - FORM S-1 - PREMIER BIOMEDICAL INC | biei_s1.htm |
EXHIBIT 5.1
August 30, 2017
Premier Biomedical, Inc.
P.O. Box 25
Jackson Center, PA 16133
Re: Premier Biomedical, Inc. Registration Statement on Form S-1 for an offering by certain of the Company’s shareholders of up to 105,000,000 shares of common stock
Ladies and Gentlemen:
We have acted as counsel to Premier Biomedical, Inc., a Nevada corporation (the “Company”), in connection with the proposed offering by certain of the Company’s shareholders of 105,000,000 shares of the Company’s common stock issuable to the selling shareholders upon the conversion of convertible notes (the “Securities”) pursuant to the Company's Registration Statement on Form S-1, as amended (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”).
This opinion is being furnished in accordance with the requirements of Item 16 of Form S-1 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate proceedings taken by the Company in connection with the offer, issuance and sale of the Securities. Based on such review, we are of the opinion that the Securities have been duly authorized and, when issued and delivered upon conversion in accordance with the terms of the convertible notes, will be duly authorized, validly issued, fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus which is part of the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K.
Premier Biomedical, Inc.
August 30, 2017
Page 2
This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Securities.
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| Very truly yours, |
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| Clyde Snow & Sessions | |||
| By: | /s/ Brian A. Lebrecht | ||
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| Brian A. Lebrecht | |