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EX-1.1 - AGREEMENT - Youngevity International, Inc. | ex1-1.htm |
8-K - CURRENT REPORT - Youngevity International, Inc. | ygyi8kdec2018.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
January
7, 2019
The Board of Directors
Youngevity International, Inc.
2400
Boswell Road
Chula
Vista, California 91914
Ladies and Gentlemen:
We have acted as counsel to Youngevity
International, Inc., a Delaware corporation (the
“Company”),
in connection with the proposed issuance of up to $60,000,000 of
shares (the “Shares”)
of common stock of the Company, par value $0.001 per share (the
“Common
Stock”). The Shares are
included in a Registration Statement on Form S-3 (File No.
333-225053) (the “Registration
Statement”), filed with
the Securities and Exchange Commission (the
“Commission”)
under the Securities Act of 1933, as amended (the
“Securities
Act”), and declared
effective by the Commission on May 29, 2018, a base prospectus,
dated May 29, 2018, included in the Registration Statement at the
time it originally became effective (the “Base
Prospectus”), and a
prospectus supplement, dated January 7,
2019, as will be filed with the Commission pursuant to Rule
424(b) under the Securities Act (together with the Base Prospectus,
the “Prospectus”).
The Shares are being sold pursuant to an At the Market Offering
Agreement (the “ATM
Agreement”), dated
January
7, 2019, by and between the Company and The Benchmark
Company, LLC.
This
opinion letter is being delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the
Securities Act.
As
counsel to the Company, we have examined and relied upon the
Registration Statement, the Prospectus, the ATM Agreement, and the
originals or copies, certified or otherwise identified to our
satisfaction, of such other documents, corporate records,
certificates of public officials and other instruments as we have
deemed necessary 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 Shares. In our examination, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to
us as originals and the conformity with the originals of all
documents submitted to us as copies.
In rendering the opinion set forth below, we have
assumed that the Shares will be sold in all events for cash
consideration per Share equal to or greater than the par value of
the Common Stock. In addition, we have also assumed that the
Company will comply with all applicable notice requirements
regarding uncertificated shares provided in the Delaware General
Corporation Law (the “DGCL”).
Youngevity International, Inc.
January
7, 2019
Page 2
Subject
to the foregoing and the other matters set forth herein, it is our
opinion that, as of the date hereof, when the Shares shall have
been duly registered on the books of the transfer agent and
registrar therefor in the name or on behalf of the purchasers, and
have been issued by the Company against payment therefor (for cash
consideration not less than the par value of the Common Stock) in
the circumstances contemplated by the ATM Agreement, the issue and
sale of the Shares will have been duly authorized by all necessary
corporate action of the Company, and the Shares will be validly
issued, fully paid and nonassessable. In rendering the
foregoing opinion, we have assumed that upon the issue of any of
the Shares, the total number of shares of Common Stock issued and
outstanding will not exceed the total number of shares of Common
Stock that the Company is then authorized to issue under its Third
Amended and Restated Certificate of Incorporation, as
amended.
We
express no opinion as to matters governed by any laws other than
the DGCL and applicable reported judicial decisions as in effect on
the date hereof.
We
hereby consent to the reference to our firm under the caption
“Legal Matters” in the Prospectus and to the filing of
this opinion as Exhibit 5.1 to the Company’s Current Report
on Form 8-K relating to the issuance and sale of the Shares
pursuant to the ATM Agreement. In giving our 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 the
rules and regulations of the Commission thereunder.
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
GRACIN
& MARLOW, LLP
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