Attached files
| file | filename |
|---|---|
| EX-99.1 - 99.1 - Youngevity International, Inc. | ex99-1.htm |
| EX-3 - 3.2 - Youngevity International, Inc. | ex3-2.htm |
| EX-1 - 1.1 - Youngevity International, Inc. | ex1-1.htm |
| 8-K - CURRENT REPORT - Youngevity International, Inc. | ygyi8k_dec172019.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
December
17, 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 issuance of up to 282,207 shares (including
up to 36,809 shares subject to the underwriter’s
over-allotment option) (the “Shares”)
of 9.75% Series D Cumulative Redeemable Perpetual Preferred Stock,
par value $0.001 per share (the “Series D Preferred
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”)
pursuant to 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”), a
preliminary prospectus supplement, dated December 9, 2019, filed
with the Commission pursuant to Rule 424(b)(5) under the Securities
Act (together with the Base Prospectus, the
“Preliminary
Prospectus”) and a prospectus supplement, dated
December 17, 2019, filed with the Commission pursuant to Rule
424(b)(5) under the Securities Act (together with the Base
Prospectus, the “Prospectus”).
The Shares are being sold pursuant to
an underwriting agreement, dated December 17, 2019, by and between
the Company and The Benchmark Company, LLC, as representative of
the several underwriters (the “Underwriting
Agreement”).
As
counsel to the Company, we have examined and relied upon the
Registration Statement, the Prospectus, the Underwriting Agreement,
the Certificate of Designations, Rights and Preferences of the
Series D Preferred Stock (the “Certificate of
Designations”) and a Certificate of Increase to the
Certificate of Designations filed with the Secretary of State of
the State of Delaware on September 19, 2019 and December 17, 2019,
respectively 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.
Youngevity International, Inc.
December 17, 2019
Page 2
Based
upon and subject to the foregoing, we are of the opinion that the
Shares have been duly and validly authorized, and upon their
issuance, delivery and payment therefor in the manner contemplated
by the Registration Statement, the Prospectus and the Underwriting
Agreement, will be legally issued, fully paid and
non-assessable.
We
express no opinion as to matters governed by any laws other than
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
hereby consent to the reference to our firm under the caption
“Legal Matters” in the Preliminary Prospectus and 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 Underwriting Agreement and
the Certificate of Designations. 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.
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Very
truly yours,
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/s/
GRACIN & MARLOW, LLP
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