Attached files
Exhibit 5.1
The
Chrysler Building
405
Lexington Avenue, 26th Floor
New
York, New York 10174
Telephone
(212) 907-6457
www.gracinmarlow.com
January
22, 2018
The
Board of Directors
Youngevity
International, Inc.
2400
Boswell Road
Chula
Vista, California 91914
Durham,
North Carolina 27713
Re:
Registration Statement on
Form S-1 (File No. 333-221847)
Ladies
and Gentlemen:
We have
acted as U.S. securities counsel to Youngevity International, Inc.,
a Delaware corporation (the “Company”), in connection
with the preparation and filing with the Securities and Exchange
Commission (the “Commission”) pursuant to
the Securities Act of 1933, as amended (the “Securities Act”), of a
Registration Statement on Form S-1 (File No. 333-221847) (as
amended through the date hereof, the “Registration Statement”)
pertaining to the issuance and sale by the Company of (i) up to
1,052,631 of its shares of Series B Convertible Preferred Stock,
par value $0.001 (the “Preferred Stock”), and
(ii) up to 2,105,262 shares of the Company’s common stock,
par value $0.001 (the “Common Stock”) issuable
upon conversion of the Preferred Stock (the “Conversion Shares”). The
Company is also registering under the Registration Statement: (a)
105,263 warrants to purchase shares of Common Stock of the Company
to be issued to the Selling Agent (as defined below) as additional
compensation (the “Representative’s
Warrant”), and (b) up to 105,263 shares of Common
Stock issuable upon exercise of the Representative’s Warrant
(the “Representative’s Warrant
Shares”). The Preferred Stock, the Conversion Shares,
the Representative’s Warrant and the Representative’s
Warrant Shares are being sold by the Company pursuant to a selling
agent agreement (the “Selling Agent Agreement”)
to be entered into by and between the Company and TriPoint Global
Equities, LLC, as selling agent (the “Selling Agent”), the form
of which Selling Agent Agreement is being filed on even date
herewith as Exhibit 1.2 to the Registration Statement.
In
rendering the opinion set forth herein, we have examined originals
or copies, certified or otherwise identified to our satisfaction,
of such documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary or
advisable for the purposes of rendering this opinion and we are
familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization, issuance and sale of
the Preferred Stock, the Conversion Shares, the
Representative’s Warrant and the Representative’s
Warrant Shares.
In such
examination, we have assumed the genuineness of all signatures, the
legal capacity of natural persons, the authenticity of all items
submitted to us as originals, the conformity with originals of all
items submitted to us as copies, and the authenticity of the
originals of such copies. As to any facts material to the opinions
expressed herein that we did not independently establish or verify,
we have relied upon statements and representations of officers and
other representatives of the Company and public
officials.
Youngevity
International, Inc.
January
16, 2018
Page
2
Based
upon and subject to the foregoing, we are of the opinion that: (i)
the shares of Preferred Stock have been duly and validly
authorized, and upon their issuance, delivery and payment therefor
in the manner contemplated by the Registration Statement, the
Selling Agent Agreement and the Preferred Stock, will be legally
issued, fully paid and non-assessable under the laws of the State
of Delaware; (ii) the Conversion Shares have been duly authorized
for issuance and, when issued and sold by the Company and delivered
by the Company and upon valid conversion thereof, in accordance
with and in the manner described in the Registration Statement, the
Selling Agent Agreement and the Preferred Stock, will be validly
issued, fully paid and non-assessable under the laws of the State
of Delaware; (iii) the Representative’s Warrant when executed
and delivered by the Company in accordance with and in the manner
described in the Registration Statement, the Selling Agent
Agreement and the Representative’s Warrant, will constitute a
valid and binding agreement of the Company enforceable against the
Company in accordance with its terms under the laws of the State of
New York, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, moratorium and similar laws affecting creditors’
rights generally and equitable principles of general applicability;
and (iv) the Representative’s Warrant Shares have been duly
authorized for issuance and, when issued and sold by the Company
and delivered by the Company and upon valid exercise thereof and
against receipt of the exercise price therefor, in accordance with
and in the manner described in the Registration Statement, the
Selling Agent Agreement and the Representative’s Warrant,
will be validly issued, fully paid and non-assessable under the
laws of the State of Delaware.
We
express no opinion herein as to the laws of any state or
jurisdiction other than the substantive laws of the State of New
York as it relates to the Representative’s Warrant, the
General Corporation Law of the State of Delaware (including all
related provisions of the Delaware Constitution and all reported
judicial decisions interpreting the General Corporation Law of the
State of Delaware and the Delaware Constitution) and the federal
laws of the United States of America, as in effect on the date
hereof.
We
consent to the inclusion of this opinion as an exhibit to the
Registration Statement and further consent to all references to us
under the caption “Legal Matters” in the Prospectus. In
giving this consent, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the
Commission.
This
opinion is delivered solely in connection with the consummation of
the transactions described herein, and may not be relied upon by
you for any other purpose nor by any other person for any
purpose.
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Very
truly yours,
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/s/
Gracin & Marlow, LLP
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