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S-1/A - FORM S-1/A - Modular Medical, Inc.modular_s1a1.htm
 

Exhibit 5.1

 

  Gusrae Kaplan & Nusbaum pllc  
  ATTORNEYS AT LAW  
     
SCOTT H. GOLDSTEIN 120 WALL STREET – 25TH FLOOR OF COUNSEL
MARTIN H. KAPLAN NEW YORK, NY 10005 ROBERT L. BLESSEY
LAWRENCE G. NUSBAUM ____ HOWARD F. MULLIGAN

RYAN J. WHALEN

 

 

TEL  (212) 269-1400

FAX (212) 809-4147

____

 

www.gusraekaplan.com

 

 

                                                                    May 1, 2020

 

Modular Medical, Inc.

16772 W. Bernardo Drive

San Diego, CA 92127

 

Re:           Modular Medical, Inc. / Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We have acted as special counsel to Modular Medical, Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing by the Company of a registration statement on Form S-1 (File No. 333-237615) (the “Registration Statement”) with the United States Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the offer and sale of 2,000,000 preferred units (the “Preferred Units”), with each Preferred Unit consisting of (i) one share of the Company’s 13% Series A Cumulative Redeemable Perpetual Preferred Stock, and (ii) three common stock purchase warrants, each to purchase one share of the Company’s common stock in accordance with the terms and conditions of subscription agreements between the Company and each purchaser (the “Investors”).

 

In connection with this opinion, we have examined and relied upon the originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records (including minutes and resolutions of the board of directors of the Company), and other instruments as we have deemed necessary or appropriate for the purpose of this opinion, including, without limitation, the following: (a) the subscription agreement, (b) the Amended and Restated Articles of Incorporation of the Company, (c) the Amended By-laws of the Company, and (d) the Registration Statement.

 

We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such documents. As to any facts material to the opinions expressed below, with your permission we have relied solely upon, without independent verification or investigation of the accuracy or completeness thereof, statements and representations of, the Company as well as officers, directors and other representatives of the Company.

 
 

Based upon the foregoing, and in reliance thereon, we are of the opinion that, when the Registration Statement has been declared effective by the SEC, the Preferred Units, the Series A Preferred and the Warrants issued to the Investors pursuant to the subscription agreement will be legally issued, fully paid and non-assessable.

 

Without limiting the generality of the foregoing, we express no opinion as to the applicability of any securities laws or regulations except to the extent specifically provided above in this opinion, or bankruptcy or solvency, laws or regulations, or environmental law or regulations of the United States of America or any state or other jurisdiction.

 

This opinion is limited to the laws in effect as of the date hereof and is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. We hereby consent to the use of this opinion as an exhibit to Registration Statement and to be named therein as the attorneys to the extent of opinions provided herein. In giving the foregoing consent, we do not admit that we are experts pursuant to Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder. Unless the prior written consent of our firm is obtained, this opinion is not to be quoted or otherwise referred to in any written report, proxy statement or other registration statement, nor is it to be filed with or furnished to any other governmental agency or other person, except as otherwise required by law.

 

  /s/ GUSRAE KAPLAN NUSBAUM PLLC  
  Gusrae Kaplan Nusbaum PLLC