Attached files
file | filename |
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EX-23.2 - CONSENTS OF EXPERTS AND COUNSEL - Alset EHome International Inc. | hfe_ex232.htm |
EX-1.1 - UNDERWRITING AGREEMENT - Alset EHome International Inc. | hfe_ex11.htm |
S-1/A - S-1/A - Alset EHome International Inc. | hfe_s1.htm |
Exhibit
5.1
November
9, 2020
HF
Enterprises Inc.
4800
Montgomery Lane, Suite 210
Bethesda,
Maryland 20814
Re: HF Enterprises
Inc. S-1
Registration Statement (File No. 333- 235693)
Ladies and Gentlemen:
We refer to the above-captioned registration
statement on Form S-1 (the “Registration Statement”)
under the Securities Act of 1933, as amended (the
“Act”), filed by HF Enterprises Inc., a Delaware corporation (the
“Company”), with the Securities and Exchange
Commission.
The Registration Statement pertains to an
underwritten offering (the “Offering”) and relates to
the issuance and sale by the Company of 2,990,000 shares
(including shares the underwriter has the option to purchase
to cover over-allotments, if any) of
common stock, par value $0.001 (the “Shares”), warrants
to purchase shares of common stock to be issued to the underwriters
thereunder (the “Underwriter Warrants”), and 149,500
shares of common stock issuable upon exercise of the Underwriter
Warrants (the “Underwriter Warrant Shares”). We
understand that the Shares and Underwriter Warrants are to be sold
as described in the Registration Statement pursuant to an
underwriting agreement to be entered into by and between the
Company and Aegis Capital Corp. as the representative of the several underwriters
to be named therein (the
“Agreement”).
We
have examined the originals, photocopies, certified copies or other
evidence of such records of the Company, certificates of officers
of the Company and public officials, and other documents as we have
deemed relevant and necessary as a basis for the opinion
hereinafter expressed. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us as certified copies or photocopies and the
authenticity of the originals of such latter
documents.
Based
on the foregoing, and subject to the assumptions, limitations and
qualifications set forth herein, we are of the opinion
that:
1.
Following (i)
execution and delivery by the Company of the Agreement,
(ii) effectiveness of the Registration Statement,
(iii) issuance of the Shares pursuant to the terms of the
Agreement, and (iv) receipt by the Company of the
consideration for the Shares specified in resolutions of the Board
of Directors of the Company or a committee thereof
authorizing/ratifying the execution and delivery of the Agreement,
the issuance and sale of the Shares, the preparation and filing of
the Registration Statement, and other actions with regard thereto,
the Shares will be duly authorized for issuance and, when issued,
delivered and paid for in accordance with the terms of the
Agreement, will be validly issued, fully paid and
non-assessable..
2.
The Underwriter
Warrants have been duly authorized by all requisite corporate
action on the part of the Company under the General Corporation Law
of the State of Delaware (the “DGCL”) and the laws of
the State of New York and, provided that the Underwriter Warrants
have been duly executed and delivered by the Company and duly
delivered to the purchasers thereof against payment therefor, the
Underwriter Warrants, when issued and sold as contemplated in the
Registration Statement will be valid and legally binding
obligations of the Company, enforceable against the Company in
accordance with their terms, except as enforcement thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws relating to or affecting creditors' rights
generally and by general equitable principles (regardless of
whether such enforceability is considered in a proceeding at law or
in equity).
3.
The Underwriter
Warrant Shares have been duly authorized by all requisite corporate
action on the part of the Company under the DGCL and the laws of
the State of New York and, when the Underwriter Warrant Shares are
delivered to and paid for in accordance with the terms of the
Underwriter Warrants and when evidence of the issuance thereof is
duly recorded in the Company's books and records, the Underwriter
Warrant Shares will be validly issued, fully paid and
non-assessable.
Without
limiting any of the other limitations, exceptions and
qualifications stated elsewhere herein, we express no opinion with
regard to the applicability or effect of the laws of any
jurisdiction other than the corporate laws of the State of Delaware
and the laws of the State of New York, as currently in effect
(based solely upon our review of a standard compilation thereof).
This opinion letter deals only with the specified legal issues
expressly addressed herein, and you should not infer any opinion
that is not explicitly stated herein from any matter addressed in
this opinion letter.
We
hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under
“Legal Matters” in the related Prospectus. In giving
the foregoing consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7
of the Act, or the rules and regulations of the Securities and
Exchange Commission.
Very
truly yours,
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/s/
Sichenzia Ross Ference LLP
Sichenzia Ross
Ference LLP
1185
Avenue of the Americas |
37th Floor
| New York, NY | 10036
T
(212) 930 9700 | F (212) 930
9725 | WWW.SRF.LAW