Attached files
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| 8-K/A - TORCHLIGHT ENERGY RESOURCES, INC. 8-K/A - META MATERIALS INC. | trch_8ka-18026.htm |
EXHIBIT 5.1
Axelrod & Smith
An Association of Professional Corporations
ATTORNEYS AT LAW
5300 Memorial Drive, Suite 1000
Houston, Texas 77007-8292
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Robert
D. Axelrod, P.C.
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Telephone
(713) 861-1996
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Facsimile
(713) 552-0202
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June 12, 2020
Torchlight Energy Resources, Inc.
John A. Brda, President
5700 W. Plano Parkway, Suite 3600
Plano, Texas 75093
Ladies and Gentlemen:
We have acted as counsel to Torchlight Energy
Resources, Inc., a Nevada corporation (the
“Company”), in connection with the proposed
issuance by the Company of (i) 7,894,737 shares of the
Company’s common stock, par value $0.001 per share, (ii) a
Warrant to Purchase Common Stock that is exercisable into 3,157,895
shares of common stock (the “Warrant”) and (iii)
3,157,895 shares of common stock issuable from time to time upon
exercise of the Warrant at an exercise price as described in the
Warrant, pursuant to the Registration Statement on Form S-3 (No.
333220181) (the “Registration Statement”), filed
with the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as
amended (the “Securities Act”), by the Company on
August 25, 2017 and declared effective by the Commission on
September 28, 2017, the related base prospectus dated September 28,
2017 (the “Base Prospectus”) and the prospectus
supplement dated June 12, 2020 (together with the Base Prospectus,
the “Prospectus”). This opinion is being furnished to
you in accordance with the requirements of Item 601(b)(5) of
Regulation S-K under the Securities Act.
You
have requested our opinion as to the matters set forth below in
connection with the Registration Statement, the Prospectus and the
offering of the shares of common stock (including the 7,894,737
shares offered and the 3,157,895 shares issuable upon exercise of
the Warrant, collectively, the “Common Stock”) and the
Warrant thereunder. For purposes of rendering such opinion, we have
examined (i) the Registration Statement, (ii) the Prospectus, (iii)
the Company’s Articles of Incorporation and amendments
thereto, as filed with the Secretary of State of the State of
Nevada, as presently in effect, (iv) the Amended and Restated
Bylaws of the Company, as presently in effect, (v) the Securities
Purchase Agreement, (vi) the Warrant, and (vii) the records of
corporate actions of the Company relating to the Registration
Statement, the Prospectus and the authorization for issuance and
sale of the Common Stock and Warrant, and matters in connection
therewith. We have also made such other investigation as we have
deemed appropriate. We have examined and relied upon certificates
of public officials and, as to certain matters of fact that are
material to our opinion, we have also relied on a certificate of
officers of the Company. In making our examination, we have assumed
the genuineness of all signatures, the authenticity of all
documents presented to us as copies thereof, and the authenticity
of the original documents from which any such copies were made,
which assumptions we have not independently verified.
Our
opinion set forth below is limited to the Nevada Revised
Statutes.
Our
opinion set forth below with respect to the validity or binding
effect of any security or obligation may be limited by (i)
bankruptcy, insolvency, reorganization, fraudulent conveyance,
marshaling, moratorium or other similar laws affecting the
enforcement generally of the rights and remedies of creditors and
secured parties or the obligations of debtors, (ii) general
principles of equity (whether considered in a proceeding in equity
or at law), including but not limited to principles limiting the
availability of specific performance or injunctive relief, and
concepts of materiality, reasonableness, good faith and fair
dealing, (iii) the possible unenforceability under certain
circumstances of provisions providing for indemnification,
contribution, exculpation, release or waiver that may be contrary
to public policy or violative of federal or state securities laws,
rules or regulations, and (iv) the effect of course of dealing,
course of performance, oral agreements or the like that would
modify the terms of an agreement or the respective rights or
obligations of the parties under an agreement.
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Based
upon and subject to the foregoing, it is our opinion that the
shares of Common Stock and the Warrant are duly authorized for
issuance by all necessary corporate action by the Company and when
the Common Stock and Warrant are issued and delivered to and paid
for by the Purchaser in accordance with the terms and conditions of
the Securities Purchase Agreement and the Warrant, the Common Stock
and Warrant will be validly issued, fully paid and
non-assessable.
We
hereby consent to the filing of this opinion as an exhibit to the
Company’s Current Report on Form 8-K, as amended, filed with
the Commission and to the reference to this firm in the Prospectus
under the caption “Legal Matters.” In giving our
consent, we do not hereby 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 thereunder.
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Very
truly yours,
/s/
Axelrod & Smith
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