Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - ENGLOBAL CORP | eng_ex991.htm |
| EX-10.1 - SECURITIES PURCHASE AGREEMENT DATED JUNE 1, 2021 - ENGLOBAL CORP | eng_ex101.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - ENGLOBAL CORP | eng_ex11.htm |
| 8-K - CURRENT REPORT - ENGLOBAL CORP | eng_8k.htm |
Exhibit 5.1
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June 3,
2021
ENGlobal
Corporation
654 N.
Sam Houston Parkway E., Suite 400
Houston,
Texas 77060-5914
Re:
Registration
Statement on Form S-3
Ladies
and Gentlemen:
We are
acting as special Nevada counsel for ENGlobal Corporation, a Nevada
corporation (the “Company”), with respect to certain
legal matters in connection with the registration by the Company
under the Securities Act of 1933, as amended (the “Securities
Act”), of the offer and sale by the Company of 7,142,859
shares of its common stock, par value $0.001 per share (the
“Common Stock”), pursuant to that certain Securities
Purchase Agreement, dated June 1, 2021 (the “Purchase
Agreement”), relating to the offering and sale of the Common
Stock by and among the Company and the purchasers of Common Stock
thereunder.
We have
reviewed and are familiar with (a) the registration statement on
Form S-3 (File No. 333-252572), as amended, with respect to the
shares of Common Stock being sold by the Company (the
“Registration Statement”), together with the prospectus
dated March 19, 2021 (the “Base Prospectus”), included
in the Registration Statement, and the prospectus supplement dated
June 1, 2021 (the “Prospectus Supplement” and,
together with the Base Prospectus, the “Prospectus”);
(b) the Company’s Articles of Incorporation, as amended, and
Bylaws, as amended; (c) a certificate of an officer of the Company
representing certain matters in connection with the original
issuance of the Common Stock, which representations we have assumed
the validity of and relied on; and (d) such other matters as we
have deemed necessary for this opinion.
Based
upon the foregoing, we are of the opinion that the shares of Common
Stock to be offered and sold by the Company under the Registration
Statement, the Prospectus and the Purchase Agreement, when issued
in accordance with the terms of the Registration Statement, the
Prospectus and the Purchase Agreement, will be duly authorized and
legally issued by the Company and fully paid and nonassessable.
This opinion is limited to matters governed by the laws of the
State of Nevada.
We
hereby consent to the filing of this opinion of counsel as Exhibit
5.1 to the Current Report on Form 8-K of the Company dated on or
about the date hereof, to the incorporation by reference of this
opinion of counsel into the Registration Statement and to the
reference to our Firm under the heading “Legal Matters”
in the Prospectus. 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 Securities and Exchange Commission promulgated
thereunder.
Sincerely,
/s/
Holland & Hart LLP
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T 775.327.3000
F 775.786.61795441
Kietzke Lane, Suite
200
Reno, NV
89511-2094
www.hollandhart.com
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