EX-5.1 2 ea179228ex5-1_creatdinc.htm OPINION OF LUCOSKY BROOKMAN LLP

Exhibit 5.1

 

LUCOSKY BROOKMAN LLP

101 Wood Avenue South

5th Floor

Woodbridge, NJ 08830

T - (732) 395-4400

F- (732) 395-4401

   
May 31, 2023  
 

111 Broadway

Suite 807

New York, NY 10006

T - (212) 417-8160

F - (212) 417-8161

Creatd, Inc.

419 Lafayette Street

6th Floor

New York, NY 10003

www. lucbro.com

 

   

 

 

Re:Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We are acting as counsel for Creatd, Inc., a Nevada corporation (the “Company”) in connection with the preparation and filing with the U.S. Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-1 (the “Registration Statement”). The Company is filing the Registration Statement in connection with the offering from time to time, pursuant to Rule 415 promulgated under the Securities Act of 1933, as amended (the “Act”), by certain selling stockholders of up to 21,133,750 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The Shares include:

 

  (i) up to 1,250,000 Shares, pursuant to the securities purchase agreement the Company entered into and closed on December 12, 2022 with one accredited investor (the “December Investor”), whereby the December Investor purchased from the Company for an aggregate of $750,000 in subscription amount, an unsecured debenture in the principal amount of $750,000 (the “December Debenture");

 

  (ii) up to 18,383,750 Shares, which underly warrants, issued pursuant to that certain letter agreement dated December 22, 2022 (the “Letter Agreement”), between the Company and the respective holders of an aggregate of 4,775,000 warrants described in the Prospectus (the “December Warrants”), exercisable immediately, for a term of 60 months, at a price of $0.77 per share, subject to customary adjustment provisions, the effect of which has increased the number of warrants to 45,959,375 and reduced the exercise price to $0.08; and

 

  (iii) up to 1,500,000 Shares, pursuant to the securities purchase agreement the Company entered into and closed on January 18, 2023 with Dorado Goose LLC, whereby the Dorado Goose purchased from the Company for an aggregate of $1,500,000 in subscription amount, (i) an unsecured debenture in the principal amount of $847,500, and (ii) 1,562,500 shares of Common Stock (the “January Debenture” and, together with the December Debenture, the “Debentures”)).

 

 

 

 

The offering of the Shares will be as set forth in the prospectus (the “Prospectus”) contained in the Registration Statement, as amended, and as supplemented from time to time.

 

In rendering these opinions, we have examined the Company’s Articles of Incorporation and Bylaws, both as amended and currently in effect, the Registration Statement, and the exhibits thereto, and such other records, instruments and documents as we have deemed advisable in order to render these opinions. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photo static copies and the authenticity of the originals of such latter documents. In providing these opinions, we have further relied as to certain matters on information obtained from officers of the Company. We are opining herein as to the laws of the United States and Chapter 78 of the Nevada Revised Statutes of the State of Nevada, and we express no opinion with respect to any other laws.

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

 

  · The issuance of the Shares has been duly authorized by all necessary corporate action of the Company, and when the Shares have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the holders of such Shares and have been issued by the Company upon (i) exercise of the Debentures as set forth in the Registration Statement, such Shares will be validly issued, fully paid and non-assessable and (ii) exercise of the December Warrants against payment therefor as set forth in the Registration Statement, such Shares will be validly issued, fully paid and non-assessable.

 

This opinion 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. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

  Very Truly Yours,
   
  /s/ Lucosky Brookman LLP
  Lucosky Brookman LLP