Attached files
file | filename |
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EX-10.2 - FORM OF EXCHANGE AGREEMENT - NaturalShrimp Inc | shmp_ex10-2.htm |
EX-10.1 - FORM OF SECURITIES PURCHASE AGREEMENT - NaturalShrimp Inc | shmp_ex10-1.htm |
EX-4.1 - FORM OF WARRANT - NaturalShrimp Inc | shmp_ex4-1.htm |
EX-3.1 - CERTIFICATE OF DESIGNATIONS OF THE SERIES E CONVERTIBLE PREFERRED STOCK - NaturalShrimp Inc | shmp_ex3-1.htm |
8-K - CURRENT REPORT - NaturalShrimp Inc | shmp_8k.htm |
Exhibit
5.1
April
15, 2021
NaturalShrimp
Incorporated
15150
Preston Road, Suite 300
Dallas,
Texas 75248
Re:
NaturalShrimp
Incorporated Offering of Shares
Registration
Statement on Form S-3 (No. 333-253953)
Ladies
and Gentlemen:
We have acted as counsel for NaturalShrimp
Incorporated, a Nevada corporation (the “Company”),
in connection with the registration under the Securities Act of
1933, as amended (the “Securities
Act”), of the offer and
sale (the “Offering”)
by the Company of up to an aggregate of 10,090,909 shares of the
Company’s common stock, $0.0001 par value per share
(collectively, the “Shares”),
and warrants to purchase up to 10,000,000 shares of common stock
(the “Warrant”),
pursuant to an Securities Purchase Agreement dated April 14, 2021
(the “Purchase
Agreement”) entered into
by and between the Company and GHS Investments LLC. The Shares and
the Warrant have been offered for sale pursuant to a final
prospectus supplement dated April 14, 2021 and filed with the
U.S. Securities and Exchange
Commission (the “SEC” or the “Commission”)
pursuant to Rule 424(b) under the Securities Act on April 15, 2021
(the “Prospectus
Supplement”), and to the
base prospectus (such base prospectus, as amended and supplemented
by the Prospectus Supplement, the “Prospectus”)
that form a part of the Company’s registration statement on
Form S-3 (No. 333-253953), initially filed by the Company with the
Commission on March 5, 2021, and declared effective by the
Commission on March 22, 2021 (the “Registration
Statement”).
This
opinion is being furnished to you at your request to enable you to
fulfill the requirements of Item 601(b)(5) of Regulation S-K
promulgated under the Securities Act, in connection with the
Registration Statement, and no opinion is expressed or may be
implied herein as to any matter pertaining to the contents of the
Registration Statement, or the Prospectus.
We have examined originals or copies, certified or
otherwise identified to our satisfaction, of (a) the Articles of
Incorporation of the Company, as amended (the
“Articles of
Incorporation”), (b) the
Bylaws of the Company, as amended (the “Bylaws”),
(c) the Registration Statement and all exhibits thereto, (d) the
unanimous written consent of the Board of Directors (the
“Board”)
approving the filing of the Registration Statement and other
related matters; (e) the Purchase Agreement; and (f) the originals
or copies certified to our satisfaction of such other documents,
records, certificates, memoranda and other instruments as in our
judgment are necessary or appropriate to enable us to render the
opinion expressed below.
NaturalShrimp
Incorporated
April
15, 2021
Page
2 of
2
In
rendering this opinion, we have assumed: (i) information contained
in documents reviewed by us is true, complete and correct; (ii) the
genuineness and authenticity of all signatures; (iii) the
authenticity of all documents submitted as originals; (iv) the
conformity to authentic originals of all documents submitted to as
copies; (v) the accuracy, completeness and authenticity of
certificates of public officials; (vi) the obligations of parties
other than the Company to the Purchase Agreement being valid,
binding and enforceable; (vii) the legal capacity of all natural
persons; and (viii) that all Shares and the Warrant will be issued
and sold in in the manner specified in the Registration Statement
and Prospectus. In making our examination of executed documents or
documents to be executed, we have assumed that they constitute or
will constitute valid, binding and enforceable obligations of all
parties thereto other than the Company.
As
to various questions of fact material to the opinions expressed
below, we have, without independent third party verification of
their accuracy, relied in part, and to the extent we deemed
reasonably necessary or appropriate, upon the representations and
warranties of the Company and the purchasers contained in such
documents, records, certificates, instruments or representations
furnished or made available to us by the Company or the purchasers,
including the Registration Statement and Purchase
Agreement.
The
foregoing opinions are limited to the laws of the State of Nevada.
We express no opinion herein as to any other laws, statutes,
ordinances, rules, or regulations (and in particular, we express no
opinion as to any effect that such other laws, statutes,
ordinances, rules, or regulations may have on the opinions
expressed herein). No opinion is expressed herein with respect to
the qualification of the Shares or the Warrant under the securities
or ‘blue sky’ laws of any state or any foreign
jurisdiction. This opinion is limited to the matters set forth
herein, and no other opinion should be inferred beyond the matters
expressly stated. We have made such examination of Nevada law as we
have deemed relevant for purposes of this opinion. We express no
opinion as to any county, municipal, city, town or village
ordinance, rule, regulation or administrative decision. We express
no opinion as to the enforceability of the Purchase
Agreement.
Our
opinion is based on the laws as in effect on the date hereof, and
we disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our
attention and which may alter, affect or modify the opinion
expressed herein. We are not rendering any opinion as to compliance
with any federal or state antifraud law, rule or regulation
relating to securities, or to the sale or issuance
thereof.
On
the basis of the foregoing, and in reliance thereon, we are of the
opinion that the Shares and the Warrant have been authorized by all
necessary corporate action of the Company and, when issued and sold
in accordance with the Purchase Agreement and in the manner
contemplated by the Registration Statement and the Prospectus
Supplement, against payment of the consideration therefor as
provided therein, will be validly issued, fully paid and
nonassessable.
We consent to the reference to our firm under the
caption “Legal
Matters” in the
Prospectus included in the Registration Statement and to the filing
of this opinion as an exhibit to a Current Report of the Company on
Form 8-K being filed on the date hereof and incorporated by
reference into the Registration Statement. In giving this consent,
we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act or the rules
and regulations of the Commission promulgated
thereunder.
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Very
truly yours,
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