Attached files
Exhibit
5.1
Reply to:
cjh@huntlawgrp.com
June 9,
2021
Kingswood
Capital Markets,
a
division of Benchmark Investments, LLC
71
Battery Place, Suite 625
New
York, NY 10004
(“Placement
Agent”)
Re:
Registered Direct
Securities Offering of Class A Common Stock and Warrants to
Purchase shares of Class A Common Stock for American Resources
Corporation
Ladies
and Gentlemen:
We have
acted as counsel for American Resources Corporation, a Florida
corporation (the “Company”), regarding a registered
direct securities offering of Class A Common Stock of the Company
and the legality of the offer and sale of 8,600,000 shares of the
Class A Common Stock (the “Common Stock”) and Warrants
to purchase 4,300,000 shares of Common Stock (the
“Warrants”) (collectively, the
“Securities”). The shares of Common Stock underlying
the Warrants are referred to herein as the “Warrant
Shares.” The Company has prepared and filed in conformity
with the requirements of the Securities Act of 1933, as amended
(the “Securities Act”), and the published rules and
regulations thereunder (the “Rules”) adopted by the
Securities and Exchange Commission (the “Commission”),
a Registration Statement on Form S-3 (No. 333-230786), including
the related base prospectus, prospectus supplement (collectively
the “Prospectus”) and all exhibits, financial schedules
and all documents and information deemed to be a part thereof (the
“Registration Statement”), covering the registration of
certain classes of securities of the Company (including the Common
Stock and Warrants) under the Securities Act for offer and sale
from time to time in accordance with Rule 415 of the Rules. The
Registration Statement was declared effective by the Commission on
June 4, 2019 (the “Effective Date”).
As to
questions of fact material to this opinion, we have relied upon,
with the consent of the Company and its Board of Directors: (i) the
representations of the Company, its officers and directors as set
forth in the aforementioned documents; and (ii) assurances from the
officers and directors of the Company regarding factual
representations as we have deemed necessary for purposes of
expressing the opinions set forth herein. We have not undertaken
any independent investigation to determine or verify any
information and representations made by the Company, its officers
and directors in the aforementioned documents and have relied upon
such information and representations as being accurate and complete
in expressing our opinion.
In
rendering the opinions set forth below, we have assumed the
genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents
submitted to us as duplicates or certified or conformed copies, and
the authenticity of the originals of such latter documents. We have
assumed in rendering the opinions set forth herein that no person
or entity has taken any action inconsistent with the terms of the
aforementioned documents or prohibited by law. This opinion letter
is limited to the matters set forth herein and no opinions may be
implied or inferred beyond the matters expressly stated herein. We
undertake no, and hereby disclaim any, obligation to make any
inquiry after the date hereof or to advise you of any changes in
any matter set forth herein, whether based on a change in the law,
a change in any fact relating to the Company or any other person or
any other circumstance.
In
connection with the rendering of this opinion, we
have:
(a)
examined and are
familiar with originals or copies, certified or otherwise
identified to our satisfaction, of:
●
Articles of
Incorporation and amendments thereto (collectively, the
“Articles of Incorporation”);
●
Bylaws;
●
Minutes of the
Board of Directors meeting authorizing the issuance of the
Securities;
●
The Company’s
Registration Statement on Form S-3 and amendments thereto (File No.
333-230786);
●
The prospectus of
the Company included in the Registration Statement (the
“Prospectus”);
●
The Company’s
Prospectus Supplement dated June 7, 2021 (the “Prospectus
Supplement”);
●
The Placement Agent
Agreement dated June 7, 2021 between the Company and Kingswood
Capital Markets, a division of Benchmark Investments,
LLC;
●
The Securities
Purchase Agreement dated June 7, 2021, between the Company and
certain Purchasers parties thereto (the “Securities Purchase
Agreement”);
●
The Warrants as
executed by the Company;
●
such other
corporate records, certificates and other records and documents
that we have deemed appropriate; and
(b)
made such inquiries
of officers and representatives of the Company as we have deemed
necessary or appropriate for the opinions set forth below;
and
(c)
investigated such
questions of law as we have deemed necessary or appropriate for the
opinions set forth below.
Capitalized
terms used herein without definition shall have the meanings
ascribed to such terms in the Securities Purchase Agreement. Based
on the foregoing assumptions, and subject to the qualifications and
exceptions stated below, we are of the opinion that:
1.
The Company is a
corporation duly organized, validly existing and in good standing
under the laws of Florida. The Company has all requisite power and
authority, and all material governmental licenses, authorizations,
consents and approvals that are required to own and operate its
properties and assets and to carry on its business as now conducted
and as proposed to be conducted (all as described in the Company's
SEC Reports). To our knowledge, the Company is duly qualified to
transact business and is in good standing in each jurisdiction in
which the failure to qualify could have a Material Adverse Effect
on the Company.
2.
The Company has all
requisite power and authority (i) to execute, deliver and perform
the Transaction Documents, (ii) to issue, sell and deliver the
Shares, the Warrants and the Warrant
Shares pursuant to the Securities Purchase Agreement and
(iii) to carry out and perform its obligations under, and to
consummate the transactions contemplated by, the Transaction
Documents.
3.
All action on the
part of the Company, its directors and its stockholders necessary
for the authorization, execution and delivery by the Company of the
Transaction Documents, the authorization, issuance, sale and
delivery of the Securities pursuant to the Securities Purchase
Agreement and the consummation by the Company of the transactions
contemplated by the Transaction Documents has been duly taken. The
Transaction Documents have been duly and validly executed and
delivered by the Company and constitute the legal, valid and
binding obligation of the Company, enforceable against the Company
in accordance with their terms, except that (a) such enforceability
may be limited by bankruptcy, insolvency or other similar laws
affecting the enforcement of creditors' rights in general and (b)
the remedies of specific performance and injunctive and other forms
of injunctive relief may be subject to equitable
defenses.
4.
The Shares and the
Warrants which are being issued on the date hereof pursuant to the
Securities Purchase Agreement have been duly authorized and validly
issued and are fully paid and nonassessable and free of preemptive
or similar rights, and have been issued in compliance with
applicable securities laws, rules and regulations. The Warrant
Shares to be issued upon the exercise of the Warrants have been
duly authorized and when issued in accordance with the terms of the
Warrants will be fully paid and nonassessable and free of
preemptive or similar rights. To our knowledge, except for rights
described in Schedule 3.1(g) of the Securities Purchase Agreement,
there are no other options, warrants, conversion privileges or
other rights presently outstanding to purchase or otherwise acquire
from the Company any capital stock or other securities of the
Company, or any other agreements to issue any such securities or
rights. The rights, privileges and preferences of the Common Stock
are as stated in the Company’s articles of incorporation
existing as of the date hereof.
5.
The Registration
Statement filed with the
Commission No. 333-230786 which registers the sale of the
Securities to the Purchasers is currently effective.
6.
To our knowledge,
the Company has filed all reports required to be filed by it under
Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange
Act") during the past two years (the “SEC Reports”). As
of their respective filing dates, the SEC Reports complied in all
material respects as to form with the requirements of the Exchange
Act and the rules and regulations of the Commission promulgated
thereunder.
7.
The execution,
delivery and performance by the Company of, and the compliance by
the Company with the terms of, the Transaction Documents and the
issuance, sale and delivery of the Securities pursuant to the Securities
Purchase Agreement do not (a) conflict with or result in a
violation of any provision of law, rule or regulation or any rule
or regulation of any Trading Market applicable to the Company or of
the articles of incorporation or by-laws or other similar
organizational documents of the Company, (b) conflict with, result
in a breach of or constitute a default (or an event which with
notice or lapse of time or both would become a default) under, or
result in or permit the termination or modification of, any
agreement, instrument, order, writ, judgment or decree to which the
Company or its Subsidiaries is a party or is subject or (c) result
in the creation or imposition of any lien, claim or encumbrance on
any of the assets or properties of the Company or its
Subsidiaries.
8.
To our knowledge,
except as set forth in the Disclosure Schedules to the Securities
Purchase Agreement, there is no claim, action, suit, proceeding,
arbitration, investigation or inquiry, pending or threatened,
before any court or governmental or administrative body or agency,
or any private arbitration tribunal, against the Company or its
Subsidiaries, or any of its officers, directors or employees (in
connection with the discharge of their duties as officers,
directors and employees), of the Company or its Subsidiaries, or
affecting any of their respective properties or
assets.
9.
In connection with
the valid execution, delivery and performance by the Company of the
Transaction Documents, or the offer, sale, issuance or delivery of
the Securities or the
consummation of the transactions contemplated thereby, no consent,
license, permit, waiver, approval or authorization of, or
designation, declaration, registration or filing with, any court,
governmental or regulatory authority, or self-regulatory
organization, is required.
10.
The Company is not,
and after the consummation of the transactions contemplated by the
Transaction Documents shall not be, an Investment Company within
the meaning of the Investment Company Act of 1940, as
amended.
11.
In addition,
although we are not passing upon and do not assume any
responsibility for nor have we independently verified, the
accuracy, completeness or fairness of the statements contained in
the Registration Statement, the Prospectus and the Prospectus
Supplement, in connection with the preparation of the Registration
Statement, the Prospectus and the Prospectus Supplement, we have
participated in conferences with representatives and counsel of the
Placement Agent and with certain officers and employees of, and
independent certified public accountants for, the Company, at which
conferences the contents of the Registration Statement, the
Prospectus and the Prospectus Supplement and related matters were
discussed, and we advise the Placement Agent that nothing has come
to our attention that would lead us to believe that:
●
as of its effective
date, the Registration Statement (other than the financial
statements, related schedules and other financial data therein, as
to which we express no opinion), contained an untrue statement of a
material fact required to be stated therein or necessary to make
the statements therein not misleading, or that,
●
as of its date and
as of the date hereof, the Prospectus and the Prospectus Supplement
(other than the financial statements, related schedules and other
financial data therein, as to which we express no opinion)
contained an untrue statement of a material fact or omitted to
state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not
misleading.
The
opinions we express above are based upon a review only of those
laws, statutes, rules, ordinances and regulations which, in our
experience, a lawyer who is a member of the bar of the State of
Florida exercising customary professional diligence would
reasonably recognize as being applicable to the transaction
contemplated by the Transaction Documents. We have not examined and
we do not express any opinion herein concerning any laws other than
the laws of the States of New York and Florida and, to the extent
expressly set forth herein, the federal laws of the United States
of America, and we express no opinion as to the extent to which any
other laws of any jurisdiction are applicable to the subject matter
hereof.
The
opinions set forth above are subject to the effects of (i)
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws affecting creditors’ rights
generally, (ii) general equitable principles (whether considered in
a proceeding in equity or at law), and (iii) an implied covenant of
good faith and fair dealing.
.
Sincerely,
LAW
OFFICE OF CLIFFORD J. HUNT, P.A.
/s/: Clifford J. Hunt, Esquire
cc:
American Resources
Corporation