Attached files

file filename
EX-23.1 - EXHIBIT 23.1 - ALPINE 4 HOLDINGS, INC.alpp_ex23z1.htm
EX-21 - EXHIBIT 21 - ALPINE 4 HOLDINGS, INC.alpp_ex21.htm
S-1/A - ALPINE 4 TECHNOLOGIES FORM S-1/A - ALPINE 4 HOLDINGS, INC.alpp_s1a.htm

 

July 29, 2020

Board of Directors

ALPINE 4 TECHNOLOGIES LTD.

2525 E Arizona Biltmore Circle Suite 237

Phoenix, AZ 85016

 

Re: Registration Statement on Form S-1

 

Gentlemen:

 

We have acted as counsel to Alpine 4 Technologies Ltd., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-1 of the Company (as amended, the “Registration Statement”), originally filed with the U.S. Securities and Exchange Commission (the “Commission”) on February 14, 2020, under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the registration of the public resale of up to 14,000,000 shares of Class A Common Stock, $0.0001 par value per share, (the “Shares”) to be issued by the Company to Lincoln Capital Fund, LLC (the “Investor”) pursuant to a Purchase Agreement dated January 16, 2020 (the “Agreement”), pursuant to terms set forth in the Registration Statement.  We note that in connection with the entry by the Company and the Investor into the Agreement, the Company issued to the Investor an aggregate of 3,941,752 shares, in a private placement transaction, as Commitment Shares and Initial Purchase Shares (collectively, the “Prior Shares”).

 

We have examined the Company’s Certificate of Incorporation, as amended to date, and the Company's Bylaws, and have examined and relied on the originals, or copies certified to our satisfaction, of such records of meetings, written actions in lieu of meetings, or resolutions adopted at meetings, of the directors and stockholders of the Company, all as provided to us by the Company, and such other documents and instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below.

 

In our examination of the foregoing documents, we have assumed (i) that the documents reviewed and relied upon in giving the opinion are true and correct copies of the original documents, and the signatures on such documents are genuine; (ii) that the representations of officers and employees are correct as to questions of fact; (iii) that the persons identified as officers are actually serving as such and that any certificates representing the securities will be properly executed by one or more such persons; (iv) that the persons executing the documents examined by counsel have the legal capacity to execute such documents; and (v) that the registration statement will have been declared effective pursuant to the Securities Act prior to the resale of the Shares by the Investor.

 

We are opining herein as to the effect on the subject transaction only of the Delaware General Corporation Law, as amended, and we express no opinion with respect to the applicability thereto, or the effect thereon, of any other state, federal, or foreign laws, or as to any matters of municipal law or the laws of any local agencies within any state.

 

Based upon the foregoing, it is our opinion that the Shares of the Company’s Class A common stock to be sold by the Investor pursuant to the terms of the Registration Statement will be legally issued, fully paid, and non-assessable. Additionally, based on the foregoing, it is our opinion that the Prior Shares to be sold by the Investor pursuant to the terms of the Registration Statement, are legally issued, fully paid, and non-assessable.

 

It is our understanding that this opinion is to be used only in connection with the offer and sale of the Securities while the Registration Statement is in effect.

 

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act (“Item 601”), and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein.  We hereby consent to the filing

 


 

 

 

of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601, and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such 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 of the Commission.

 

Very truly yours,

 

Kirton McConkie

 

/s/ Kirton McConkie, P.C.