Attached files
| file | filename |
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| EX-23.1 - CONSENTS OF EXPERTS AND COUNSEL - MINIM, INC. | zmtp_ex231.htm |
| S-1 - REGISTRATION STATEMENT - MINIM, INC. | zmtp_s1.htm |
Exhibit
5.1
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Nixon Peabody LLP
55 West
46th Street
New
York, NY 10036-4120
212-940-3000
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June
11, 2020
Zoom
Telephonics, Inc.
225
Franklin Street
Boston,
Massachusetts 02110
Ladies
and Gentlemen:
We have
acted as counsel to Zoom Telephonics, Inc., a Delaware corporation
(the “Company”), in connection with the registration
statement on Form S-1 (the “Registration Statement”)
filed with the Securities and Exchange Commission (the
“Commission”) on the date hereof relating to the offer
and sale by the selling stockholders named in the Registration
Statement of up to 2,237,103
shares (the “Securities”) of the Company’s Common
Stock, par value $0.01 per share (“Common
Stock”).
Pursuant to Rule
429(b), the prospectus contained in the Registration Statement (the
“Prospectus”) covers 10,856,325 shares of Common Stock
previously registered under the Company’s registration
statement on Form S-1 filed by the Company on June 7, 2019 (File
No. 333-232027) (the “Prior Registration Statement”),
which was declared effective on July 14, 2019. The opinion relating
to the previously registered 10,856,325 shares of Common Stock is
filed with the Prior Registration Statement as Exhibit
5.1.
The
Securities may be issued, sold or delivered from time to time as
set forth in the Registration Statement, any amendment thereto, the
Prospectus and any supplements thereto.
In
connection with the foregoing, we have examined the Registration
Statement and the Prospectus. We also have examined originals or
copies, certified or otherwise identified to our satisfaction, of
such corporate records, certificates and other documents and have
made such investigations of law as we have deemed necessary or
appropriate as a basis for the opinions expressed
below.
As to
questions of fact material to our opinions expressed herein, we
have, when relevant facts were not independently established,
relied upon certificates of, and information received from, the
Company and/or representatives of the Company. We have made no
independent investigation of the facts stated in such certificates
or as to any information received from the Company and/or
representatives of the Company and do not opine as to the accuracy
of such factual matters. We also have relied, without
investigation, upon certificates and other documents from, and
conversations with, public officials.
In
rendering the following opinions, we have assumed, without
investigation, the authenticity of any document or other instrument
submitted to us as an original, the conformity to the originals of
any document or other instrument submitted to us as a copy, the
genuineness of all signatures on such originals or copies, and the
legal capacity of natural persons who executed any such document or
instrument at the time of execution thereof.
We also
have assumed that (i) at the time of any offering or sale, the
Registration Statement, and any post-effective amendments thereto,
will be effective and comply with all applicable laws, (ii) all
Securities will be issued and sold in compliance with applicable
federal and state securities laws and in the manner described in
the Prospectus and the applicable prospectus supplement relating
thereto, and (iii) no consent, approval, authorization or other
action by, and no notice to or filing with, any governmental body
or agency or any other third party is required for the execution,
delivery or performance by the Company of any material agreement to
which it is a party or, if any such consent, approval,
authorization, action, notice or filing is required, it has been or
will be duly obtained, taken, given or made and is or will be in
full force and effect.
Based
upon and subject to the foregoing, and the other qualifications and
limitations contained herein, we are of the opinion that the
Securities have been duly authorized and validly issued and are
fully paid and non-assessable.
It is
understood that this opinion is to be used only in connection with
the offer and sale of the Common Stock while the Registration
Statement is in effect and may not be used, quoted or relied upon
for any other purpose nor may this opinion be furnished to, quoted
to or relied upon by any other person or entity, for any purpose,
without our prior written consent.
Members
of our firm involved in the preparation of this opinion are
licensed to practice law in the State of New York or the
Commonwealth of Massachusetts and we do not purport to be experts
on, or to express any opinion herein concerning, the laws of any
other jurisdiction other than the federal law of the United States
of America and the General Corporation Law of the State of
Delaware. As used herein, the terms “General Corporation Law
of the State of Delaware” include the statutory provisions
contained therein, all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting such
provisions.
We
hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name as it appears
under the caption “Legal Matters” in the Prospectus. In
giving such consent, we do not admit that any member of this firm
is an “expert” within the meaning of the Securities Act
or the rules and regulations of the Commission
thereunder.
This
opinion is limited to the matters stated herein, and no opinion or
belief is implied or may be inferred beyond the matters expressly
stated herein. This opinion is based upon currently existing
statutes, rules, regulations and judicial decisions, and we
disclaim any obligation to advise you of any change in any of these
sources of law or subsequent legal or factual developments which
might affect any matters or opinions set forth herein.
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Very
truly yours,
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