Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - WRAP TECHNOLOGIES, INC. | wrtc8k.htm |
| EX-99 - EXHIBIT 99.1 - WRAP TECHNOLOGIES, INC. | ex99-1.htm |
| EX-10.1 - EXHIBIT 10.1 - WRAP TECHNOLOGIES, INC. | ex10-1.htm |
| EX-4.1 - EXHIBIT 4.1 - WRAP TECHNOLOGIES, INC. | ex4-1.htm |
Exhibit 5.1
June
2, 2020
Wrap
Technologies, Inc.
4620
Arville Street, Suite E
Las
Vegas, Nevada 89103
Ladies
and Gentlemen:
You have requested our opinion, as counsel to Wrap
Technologies, Inc., a Delaware corporation (the
“Company”), with respect to certain matters in
connection with the offer and sale by the Company of an
aggregate of 2,066,667 units (“Units”) of
Company securities at a public offering price of $6.00 per Unit,
with each Unit consisting of (i) one share of common stock, par
value $0.0001 per share, of the Company (“Common Stock”)
(the “Shares”), and
(ii) a warrant (“Warrant”) to
purchase one share of Common Stock, pursuant to the Registration Statement on Form S-3
(No. 333-228974) (the “Registration
Statement”) filed with
the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as
amended (the “Act”), the prospectus included within the
Registration Statement, which was declared effective February 14,
2019 (the “Base
Prospectus”),
and the prospectus supplement dated May 31, 2020 filed with
the Commission pursuant to Rule 424(b) of the Rules and Regulations
of the Act (the “Prospectus
Supplement”) (the Base
Prospectus and Prospectus Supplement are collectively referred to
as the “Prospectus”). The Units are to be sold by the Company
as described in the Registration Statement and the
Prospectus.
We
have examined and relied upon the Registration Statement, the
Prospectus, the Company’s Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws, as currently in
effect, and the originals or copies certified to our satisfaction
of such records, documents, certificates, memoranda and other
instruments as we have deemed relevant in connection with this
opinion. We have assumed the genuineness and authenticity of all
documents submitted to us as originals, the conformity to originals
of all documents submitted to us as copies, and the accuracy,
completeness and authenticity of certificates of public
officials.
The
opinions set forth in this letter are limited to the Delaware
General Corporation Law and the law of the State of California, in
each case as in effect on the date hereof. We are not rendering any
opinion as to compliance with any federal or state antifraud law,
rule or regulation relating to securities or to the sale or
issuance thereof. On the basis of the foregoing, and in reliance
thereon, and subject to the qualifications herein stated, we are of
the opinion that the Shares and the shares of Common Stock
underlying the Warrants, when issued and sold in accordance with
the Registration Statement and the Prospectus, will be validly
issued, fully paid and nonassessable.
We
consent to the reference to our firm under the caption “Legal
Matters” in the Prospectus and to the filing of this opinion
as an exhibit to a Current Report on Form 8-K to be filed with the
Commission for incorporation by reference into the Registration
Statement. In giving this consent, we do not admit that we are
“experts” within the meaning of Section 11 of the Act
or within the category of persons whose consent is required by
Section 7 of the Act.
Very
truly yours,
/s/ Disclosure Law Group
Disclosure Law
Group
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