Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - BK Technologies Corp | bkti_8k.htm |
| EX-99.1 - PRESS RELEASE, DATED JUNE 9, 2021 - BK Technologies Corp | bkti_ex991.htm |
| EX-4.1 - FORM OF REPRESENTATIVE'S WARRANT - BK Technologies Corp | bkti_ex41.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - BK Technologies Corp | bkti_ex11.htm |
Exhibit 5.1
June
9, 2021
BK Technologies Corporation
7100 Technology Drive
West Melbourne, FL 32904
Re: BK
Technologies Corporation Prospectus Supplement to Registration
Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to BK Technologies
Corporation, a Nevada corporation (the “Company”), in
connection with the issuance and sale of 3,695,000 shares
(as well as 554,250 shares of Common Stock (defined below) pursuant
to the Underwriters’ over-allotment option) (collectively,
the “Shares”) of the Company’s common stock, par
value $0.60 per share (the “Common Stock”), by the Company. The Shares are included in a
registration statement on Form S-3 (SEC File No. 333-251307) filed
on December 12, 2020, as amended on December 21, 2020 (including
all amendments, supplements, exhibits and schedules thereto, the
“Registration Statement”), with the Securities and
Exchange Commission (“Commission”) under the Securities
Act of 1933, as amended (the “Act”), which was declared
effective by the Commission on December 29, 2020. The Shares are
being offered pursuant to a base prospectus dated December 29, 2020
(the “Base Prospectus”), and a prospectus supplement
dated June 6, 2021, filed with
the Commission pursuant to Rule 424(b) under the Act (together with
the Base Prospectus, the “Prospectus”). The Shares are
being sold pursuant to an underwriting agreement dated June
6, 2021, between the Company and
ThinkEquity, a division of Fordham Financial Management, Inc., as
representative of the several underwriters named therein (the
“Underwriting Agreement”). This opinion letter is
rendered in accordance with the requirements of Item 601(b)(5) of
Regulation S–K under the Act, and no opinion is expressed
herein as to any matter pertaining to the contents of the
Registration Statement, the Prospectus or any prospectus filed
pursuant to Rule 424(b) with respect thereto, other than as
expressly stated herein with respect to the issuance of the
Shares.
In
connection with our opinion expressed below, we have examined
originals or copies, certified or otherwise, identified to our
satisfaction of the following documents and such other documents,
corporate records, certificates, and other statements of government
officials and corporate officers of the Company as we deemed
necessary for the purposes of the opinion set forth in this opinion
letter:
(a) the
Registration Statement;
(b) the
Prospectus;
(c) the
Underwriting Agreement, filed with the Commission as Exhibit 1.1 to
the Company’s Current Report on Form 8-K dated June
9, 2021 (the “Form
8-K”);
(d) a
copy of the Articles of Incorporation of the Company, as amended to
date, certified by the Secretary of State of the State of Nevada on
June 4, 2021 (the
“Articles of Incorporation”);
(e) a
copy of the Bylaws of the Company, as in effect on June
9, 2021, certified by the Chief
Financial Officer, Secretary, and Treasurer of the
Company;
(f)
a copy of Resolutions of the Board of
Directors of the Company adopted on June 3, 2021, certified by the Chief Financial Officer,
Secretary, and Treasurer of the Company;
(g) a
certificate of the Nevada Secretary of State dated June 3, 2021,
certifying as to the good standing of the Company under the laws of
the State of Nevada; and
(h) a
certificate dated the date hereof of the Secretary of the Company,
certifying as to the name, title, and incumbency of officers of the
Company signing the Underwriting Agreement or other documents in
connection therewith.
We
have relied, to the extent we deem such reliance proper, upon such
certificates or comparable documents of officers and
representatives of the Company and of public officials and upon
statements and information furnished by officers and
representatives of the Company with respect to the accuracy of
material factual matters contained therein which were not
independently established by us. In rendering the opinion expressed
below, we have assumed, without independent investigation or
verification of any kind, the genuineness of all signatures on
documents we have reviewed, the legal capacity and competency of
all natural persons signing all documents, the authenticity and
completeness of all documents submitted to us as originals, the
conformity to authentic, complete original documents of all
documents submitted to us as copies, the truthfulness,
completeness, and correctness of all factual representations and
statements contained in all documents we have reviewed, the
accuracy and completeness of all public records examined by us, and
the accuracy of all statements in certificates of officers of the
Company that we reviewed.
Based
upon the foregoing assumptions and assumptions set forth below, and
subject to the qualifications and limitations stated herein, having
considered such questions of law as we have deemed necessary as a
basis for the opinion expressed below, we are of the opinion that
the Shares, when issued and delivered by the Company pursuant to
the Underwriting Agreement against the payment of the consideration
set forth in the Underwriting Agreement, will be validly issued,
fully paid and nonassessable.
The
opinion expressed above is subject to (i) applicable bankruptcy,
insolvency, fraudulent conveyance, fraudulent transfer,
reorganization, moratorium, and similar laws affecting
creditors’ rights and remedies generally, (ii) other
commonly recognized statutory and judicial constraints on
enforceability including statutes of limitations, and
(iii) public policy considerations that may limit the rights
of parties to obtain certain remedies, and are subject, as to
enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith, and fair
dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity) and except that rights to
indemnification and contribution thereunder may be limited by
federal or state securities laws or public policy relating
thereto.
We
are members of the bar of the State of Utah and do not express any
opinion in this letter covering any law other than the law of the
State of Utah and Chapter 78 (Private Corporations) of the Nevada
Revised Statutes (“NRS”), in each case as in effect on
the date hereof. We are generally familiar with the NRS as
currently in effect and have made such inquiries and review of
matters of fact and law as we determined necessary to render the
opinions contained herein. We assume no obligation to revise or
supplement this opinion letter in the event of future changes in
such laws or the interpretations thereof or such facts. We express
no opinion regarding the Act, or any other federal or state laws or
regulations. We do not express any opinion as to the laws of any
other jurisdiction.
This
opinion letter is for your benefit in connection with the
Registration Statement and may be relied upon by you and by persons
entitled to rely upon it pursuant to the applicable provisions of
the Act. This opinion letter is provided solely in connection with
the distribution of the Shares pursuant to the Registration
Statement and is not to be relied upon for any other
purpose.
The
opinion expressed above is as of the date hereof only, and we
express no opinion as to, and assume no responsibility for, the
effect of any fact or circumstance occurring, or of which we learn,
subsequent to the date of this opinion letter, including, without
limitation, legislative, and other changes in the law or changes in
circumstances affecting any party. We assume no responsibility to
update this opinion letter for, or to advise you of, any such facts
or circumstances of which we become aware, regardless of whether or
not they affect the opinions expressed in this opinion
letter.
We
hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Form 8-K and to the reference to our firm as counsel for the
Company that has passed on the validity of the Shares appearing
under the caption “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 Commission
thereunder.
This
opinion is issued to you solely for use in connection with the
Registration Statement and the Prospectus and is not to be quoted
or otherwise referred to in any financial statements of the Company
or any other document, nor is it to be filed with or furnished to
any other government agency or other person, without our prior
written consent.
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Very
truly yours,
KIRTON
MCCONKIE PC
/s/ Kirton McConkie PC
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