EX-5.1 2 ex5x1.htm LEGAL OPINION

Exhibit 5.1

 

 

ANTHONY L.G., PLLC

 

LAURA ANTHONY, ESQ

JOHN CACOMANOLIS, ESQ*

CHAD FRIEND, ESQ, LLM

SVETLANA ROVENSKAYA, ESQ**

 

 

OF COUNSEL:

JESSICA HAGGARD, ESQ. ***

MICHAEL R. GEROE, ESQ, CIPP/US****

CRAIG D. LINDER, ESQ*****

PETER P. LINDLEY, ESQ, CPA, MBA

JOHN LOWY, ESQ.******

STUART REED, ESQ.

LAZARUS ROTHSTEIN, ESQ.

HARRIS TULCHIN, ESQ. *******

WWW.ANTHONYPLLC.COM

WWW.SECURITIESLAWBLOG.COM

WWW.LAWCAST.COM

 

 

 

DIRECT E-MAIL: LANTHONY@ANTHONYPLLC.COM

 

 

*licensed in FL and NY

**licensed in NY and NJ

***licensed in Missouri

****licensed in CA, DC, MO and NY

*****licensed in CA, FL and NY

******licensed in NY and NJ

*******licensed in CA and HI (inactive in HI)

 

August 3, 2023

 

Nemaura Medical, Inc.

57 West 57th Street

New York, NY 10019

 

Re: Nemaura Medical, Inc. – Post-Effective Amendment No. 1 to Registration Statement on Form S-1 (File No. 333-270511)

 

Gentlemen:

 

We have examined the Registration Statement on Form S-1/A, (File No. 333-270511) as amended (the “Registration Statement”), Nemaura Medical, Inc., a Nevada corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Selling Stockholders identified in the Registration Statement (the “Selling Stockholders”) of up to 4,796,206 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issuable upon the exercise of warrants (the “Warrants”) acquired by the Selling Stockholders in a January 27, 2023 private placement.

 

In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of the Warrants and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.

 

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and non-assessable.

 

We express no opinion herein as to the law of any state or jurisdiction other than the applicable statutory provisions of the Private Corporations Chapter of the Nevada Revised Statutes, Nev. Rev. Stat. 78, including interpretations thereof in published decisions of the Nevada courts and applicable provisions of the Nevada Constitution, and the federal laws of the United States of America. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule, or regulation relating to securities, or to the sale or issuance thereof.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

 

Sincerely yours,

 

/s/ Laura E. Anthony  
Laura E. Anthony,  
For the Firm  

 

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