Attached files

file filename
EX-99.1 - ASSIGNMENT AND TRANSFER AGREEMENT BY AND BETWEEN PINZ CAPITAL SPECIAL OPPORTUNIT - Innovative Payment Solutions, Inc.ea129913ex99-1_innovative.htm
EX-23.1 - CONSENT OF RBSM LLP - Innovative Payment Solutions, Inc.ea129913ex23-1_innovative.htm
EX-21 - LIST OF SUBSIDIARIES - Innovative Payment Solutions, Inc.ea129913ex21_innovative.htm
EX-10.53 - REGISTRATION RIGHTS AGREEMENT, DATED OCTOBER 20, 2020 BETWEEN INNOVATIVE PAYMENT - Innovative Payment Solutions, Inc.ea129913ex10-53_innovative.htm
EX-10.52 - SECURITIES PURCHASE AGREEMENT DATED OCTOBER 20, 2020 BETWEEN INNOVATIVE PAYMENT - Innovative Payment Solutions, Inc.ea129913ex10-52_innovative.htm
EX-4.36 - WARRANT ISSUED TO MARK GEIST DATED OCTOBER 20, 2020 - Innovative Payment Solutions, Inc.ea129913ex4-36_innovative.htm
EX-4.35 - FORM OF ORIGINAL ISSUE DISCOUNT 10% CONVERTIBLE NOTE ISSUED TO MARK GEIST - Innovative Payment Solutions, Inc.ea129913ex4-35_innovative.htm
S-1 - REGISTRATION STATEMENT - Innovative Payment Solutions, Inc.ea129913-s1_innovative.htm

Exhibit 5.1

 

50 West Liberty Street, Suite 750
Reno, Nevada 89501

Main 775.323.1601

Fax 775.348.7250

 

A Professional
Law Corporation

 

 

November 16, 2020

 

The Board of Directors

Innovative Payment Solutions, Inc.

19355 Business Center Drive, #9

Northridge, CA 91324

 

  Re: Innovative Payment Solutions, Inc. - Form S-1

 

Ladies and Gentlemen:

 

We refer to the Registration Statement on Form S-1 (the “Registration Statement”) to be filed on even date by Innovative Payment Solutions, Inc., a Nevada corporation (the “Company”), with the Securities and Exchange Commission with respect to the registration of up to an aggregate of 52,236,004 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), pursuant to securities purchase agreements (the “Securities Purchase Agreements”) with Mercer Street Global Opportunity Fund, LLC, assigned to Cavalry Fund I LP (“Calvary”), Pinz Capital Special Opportunities Fund, LP., Iroquois Master Fund Ltd. Calvary and Mark Geist (collectively “Investors”) and the registration rights agreements (“Registration Rights Agreements”) related to each of the Securities Purchase Agreements, dated August 3, August 5, September 16, September 24 and October 20, 2020, respectively pursuant to which Common Stock that may be issued to the Investors under the terms of the Securities Purchase Agreements are required to be registered. The 52,236,004 shares of Common Stock consist of the following: (i) 15,714,287 shares of Common Stock (the “Secured Notes Shares”) issuable upon conversion of the Secured Convertible Notes; (ii) 11,647,431 shares of Common Stock (the “Unsecured Notes Shares”) issuable upon conversion of the Unsecured Convertible Notes; and (iii) 24,874,286 shares of Common Stock (the “Warrant Shares”) underlying the warrants granted in the Securities Purchase Agreements (the “Warrants”).

 

As Nevada counsel to the Company, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the Nevada Revised Statutes, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or, in the case of Nevada, any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.

 

 

 

 

November 16, 2020

Page Two

 

We have made such examination as we have deemed necessary for the purpose of this opinion. Based upon such examination, it is our opinion, that: (i) the Secured Convertible Notes Shares and the Unsecured Convertible Notes Shares have been duly and validly authorized, and when issued, sold and paid for upon conversion of the Secured Convertible Notes and the Unsecured Convertible Notes as defined in the applicable Securities Purchase Agreements in accordance with the terms of such notes and in the manner contemplated by the Registration Statement, will be validly issued, fully paid, and nonassessable, and (ii) the Warrant Shares have been duly and validly authorized, and when issued, sold and paid for upon exercise of the Warrants in accordance with the terms of the Warrants and in the manner contemplated by the Registration Statement, will be validly issued, fully paid, and nonassessable.

 

No opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Purchase and Sale Agreement. In connection with this opinion we have examined and relied on the representations and warranties as to factual matters in the Registration Statement. Our knowledge of the Company and its legal and other affairs is limited by the scope of our engagement, which scope includes the delivery of this opinion letter. We do not represent the Company with respect to all legal matters or issues. The Company may employ other independent counsel and, to our knowledge, handles certain matters and issues without the assistance of independent counsel.

 

This opinion is given as of the date hereof. We assume no obligation to advise you of changes that may hereafter be brought to our attention.

 

We consent to the inclusion of this opinion as an exhibit to the Registration Statement and further consent to all references to us under the caption “Legal Matters” in the Prospectus contained in the Registration Statement. In giving this consent, we do not 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,
   
  /s/ PARSONS BEHLE & LATIMER
  PARSONS BEHLE & LATIMER