Attached files
| file | filename |
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| EX-10.1 - SALES AGREEMENT, DATED JULY 20, 2020, BETWEEN TORCHLIGHT ENERGY RESOURCES, INC. - META MATERIALS INC. | exhibit_10-1.htm |
| 8-K - TORCHLIGHT ENERGY RESOURCES, INC. 8-K - META MATERIALS INC. | trch_8k-18069.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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July 20, 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 issuance and
sale by the Company of shares of the Company’s common stock,
$0.001 per share (the “Common Stock”) having an
aggregate offering price of up to $7,000,000 (the
“Shares”), all of which are authorized but heretofore
unissued shares to be offered and sold by the Company, 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 July 20,
2020 (together with the Base Prospectus, the
“Prospectus”). The Shares are being offered and sold by
the sales agent named in, and pursuant to, a Sales Agreement
between the Company and such sales agent, dated July 20, 2020 (the
“Sales Agreement”). 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
issuance of the Shares thereunder. For purposes of rendering such
opinion, we have examined (i) the Registration Statement, (ii) the
Prospectus, (iii) the Sales Agreement, (iv) 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, (v) the Amended and Restated Bylaws of the
Company, as presently in effect, (vi) the records of corporate
actions of the Company relating to the Registration Statement, the
Prospectus and the authorization for issuance and sale of the
Shares, 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.
Based
upon and subject to the foregoing, it is our opinion that the
Shares are duly authorized for issuance by the Company and, when
issued and paid for in accordance with the Sales Agreement, will be
validly issued, fully paid and nonassessable.
We
hereby consent to the filing of this opinion as an exhibit to the
Company’s Current Report on Form 8-K to be filed with the
Commission and to the reference to this firm in the Prospectus
under the caption “Legal Matters.” 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 thereunder.
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Very
truly yours,
/s/
Axelrod & Smith
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