Attached files
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| EX-23.1 - CONSENT OF SALBERG & COMPANY, P.A. - Recruiter.com Group, Inc. | rcrt_ex231.htm |
| S-1MEF - S-1MEF - Recruiter.com Group, Inc. | rcrt_s1mef.htm |
Exhibit 5.1
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June
29, 2021
Recruiter.com
Group, Inc.
100
Waugh Dr. Suite 300
Houston,
Texas 77007
RE: Form S-1 Registration Statement File No. 333- 249208 and
Registration Statement filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended
Gentlemen:
We have
acted as counsel to you, Recruiter.com Group, Inc., a Nevada
corporation (the “Company”), in connection with the
Registration Statement on Form S-1 (the “462(b) Registration
Statement”), filed on June 29, 2021 with the Securities and
Exchange Commission (the “Commission”) pursuant to the
Securities Act of 1933, as amended (the “Act”), which
incorporates by reference the Company’s Registration
Statement on Form S-1, as amended (File No. 333-249208) (the
“Registration Statement”) declared effective by the
Commission on June 29, 2021.
The
462(b) Registration Statement relates to the public offering and
sale of the following additional securities of the Company (the
“Additional Securities”):
1. Up
to an additional $2,300,000 worth of Units, including Units to be
issued pursuant to over allotments, if
any, to be offered and sold by the Company, each Unit to
consist of:
a. one
(1) share common stock, par value $0.0001 per share (all shares of
common stock of the Company contained within the Units shall be
referred to as the “Shares”); and
b. one
(1) warrant to purchase one (1) share of common stock of the
Company (all warrants contained within the Units shall be referred
to as the “Warrants”) at an exercise price equal to
110% of the public offering price per Unit;
2. The
shares of common stock of the Company, par value $0.0001 per share,
issuable upon exercise of the Warrants (the “Warrant
Shares”);
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3.
Warrants to purchase a number of shares of common stock of the
Company equal to 10% of the number of Units sold, at an exercise
price equal to 125% of the public offering price of the Units, to
be issued to the Underwriters in the offering (the
“Underwriter Warrants”); and
4. The
shares of common stock of the Company, par value $0.0001 per share,
issuable upon exercise of the Underwriter Warrants (the
“Underwriter Warrant Shares”)
In
connection with this opinion, we have examined the originals or
copies certified or otherwise identified to our satisfaction of the
following: (a) Articles of Incorporation of the Company, as amended
to date, (b) Bylaws of the Company, as amended to date, and (c) the
462(b) Registration Statement and the Registration Statement and
all exhibits thereto. In addition to the foregoing, we also have
relied as to matters of fact upon the representations made by the
Company and its representatives and we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to
us as originals, and the conformity to original documents of all
documents submitted to us certified or photostatic
copies.
Based
upon the foregoing and in reliance thereon, and subject to the
qualifications, limitations, exceptions and assumptions set forth
herein, we are of the opinion that: (i) the shares of Common Stock
included in the Additional Securities, when issued against payment
therefor as set forth in the 462(b) Registration Statement and the
Registration Statement, will be validly issued, fully paid and
non-assessable; (ii) the Warrants included in the Additional
Securities, when issued as set forth in the 462(b) Registration
Statement and the Registration Statement, will be legal, valid and
binding obligations of the Company, enforceable against the Company
in accordance with their terms; (iii) the Warrant Shares included
in the Additional Securities, when issued upon exercise of the
Warrants against payment therefor as set forth in the 462(b)
Registration Statement and the Registration Statement, will be
validly issued, fully paid and non-assessable; (iv) the Units
included in the Additional Securities, when issued against payment
thereof as set forth in the 462(b) Registration Statement and the
Registration Statement, will be validly issued, fully paid and
non-assessable, and will be legal, valid and binding obligations of
the Company, enforceable against the Company in accordance with
their terms; (v) the Underwriter Warrants included in the
Additional Securities, when issued as set forth in the 462(b)
Registration Statement and the Registration Statement, will be
legal, valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms; and (vi) the
Underwriter Warrant Shares included in the Additional Securities,
when issued upon exercise of the Underwriter Warrants against
payment therefor as set forth in the 462(b) Registration Statement
and the Registration Statement, will be validly issued, fully paid
and non-assessable.
Our
opinion is limited to the federal laws of the United States and
Chapter 78 of the Nevada Revised Statutes. We express no opinion as
to the effect of the law of any other jurisdiction. Our opinion is
rendered as of the date hereof, and we assume no obligation to
advise you of changes in law or fact (or the effect thereof on the
opinions expressed herein) that hereafter may come to our
attention. This opinion letter is limited to the laws in effect as
of the date the 462(b) Registration Statement and the Registration
Statement are declared effective by the Commission and is provided
exclusively in connection with the public offering contemplated by
the 462(b) Registration Statement and the Registration
Statement.
This
opinion letter speaks only as of the date hereof and we assume no
obligation to update or supplement this opinion letter if any
applicable laws change after the date of this opinion letter or if
we become aware after the date of this opinion letter of any facts,
whether existing before or arising after the date hereof, that
might change the opinions expressed above.
This
opinion letter is furnished in connection with the filing of the
462(b) Registration Statement and may not be relied upon for any
other purpose without our prior writ ten consent in each instance.
Further, no portion of this letter may be quoted, circulated or
referred to in any other document for any other purpose without our
prior written consent.
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We
hereby consent to the filing of this opinion with the Commission as
an exhibit to the 462(b) Registration Statement and to the use of
our name as it appears in the Prospectus included in the
Registration Statement. In giving such consent, we do not thereby
admit that we come 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. This opinion is expressed as
of the date hereof unless otherwise expressly stated, and we
disclaim any undertaking to advise you of any subsequent changes in
the facts stated or assumed herein or of any subsequent changes in
applicable laws.
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Very
Truly Yours,
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/s/ Lucosky Brookman LLP
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Lucosky
Brookman LLP
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