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EX-23.1 - CONSENT OF INDEPENDENT PUBLICLY REGISTERED ACCOUNTING FIRM, BDO CHINA SHU LUN PA - CHINA JO-JO DRUGSTORES, INC.ea124107ex23-1_chinajojo.htm
S-1 - REGISTRATION STATEMENT - CHINA JO-JO DRUGSTORES, INC.ea124107-s1_chinajojodrug.htm

Exhibit 5.1

 

FLG Flangas Law Group

 

Writer’s email: kps@fdlawlv.com

 

July 14, 2020

 

Board of Directors

China Jo-Jo Drugstores, Inc.

Hai Wai Hai Tongxin Mansion Floor 6

Gong Shu District, Hangzhou City

People’s Republic of China

310008

 

Re:China Jo-Jo Drugstores, Inc.

 

Ladies and Gentlemen:

 

You have requested our opinion as Nevada counsel with respect to certain matters in connection with the filing by China Jo-Jo Drugstores, Inc., a Nevada corporation (the “Company”) on the date hereof of the Registration Statement on Form S-1 (the “Registration Statement”) and prospectus contained therein (the “Prospectus”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended, (the “Securities Act”) relating to the resale by the selling shareholders named therein (the “Selling Shareholders”) of up to 4,050,003 shares of the common stock, par value $0.001 per share, of the Company (“Warrant Shares”) issuable upon the exercise of certain outstanding warrants (the “2020 Warrants”), all in accordance with the terms set forth in the private placement pursuant to a Securities Purchase Agreement dated as of June 1, 2020, by and among the Company and the investors named therein and (ii) certain warrants (the “PA Warrants”, and together with the 2020 Warrants, the “Warrants”) that were issued to the placement agent’s designees, in a registered direct offering pursuant to a Securities Purchase Agreement dated as of June 1, 2020, by and among the Company and the investors named therein.

 

We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers of the Company.

 

Based upon, subject to and limited by the foregoing, we are of the opinion that the Warrant Shares to be issued to the Selling Shareholders, if and when issued upon exercise of the Warrants in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable.

  

We are admitted to practice only in the state of Nevada and we express no opinion as to the applicability or effect of any laws, orders, or judgments of any state or other jurisdiction other than the federal laws of the United States of America and the state of Nevada, and we express no opinion with respect to any state securities or blue sky laws. Further, our opinion is based solely upon existing laws, rules, and regulations, and we undertake no obligation to advise you of any changes that may be brought to our attention after the date hereof.

 

We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your counsel and to all references made to us in the Registration Statement and in the Prospectus forming a part thereof. In giving this 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 promulgated thereunder.

 

This opinion is rendered pursuant to Item 601(b)(5)(i) of Regulation S-K under the Securities Act and may not be used, circulated, quoted or relied upon for any other purpose. This opinion is given as of the date set forth above, and we assume no obligation to update or supplement the opinions contained herein to reflect any facts or circumstances which may hereafter come to our attention, or any changes in laws which may hereafter occur.

 

  Very truly yours,
   
  /s/ FLANGAS LAW GROUP
   
  FLANGAS LAW GROUP

 

3275 South Jones Blvd., Suite 105 | Las Vegas, Nevada 89146 | Phone: (702) 307-9500 | Fax: (702) 382-9452