EX-5.1 2 ex5-1.htm

 

 

December 4 , 2018

 

Boxlight Corporation

1045 Progress Circle

Lawrenceville, GA 30043

 

  Re: Boxlight Corporation

 

Ladies and Gentlemen:

 

We have acted as counsel to Boxlight Corporation, a Nevada corporation (the “Company”), in connection with the Registration Statement on Form S-1, as amended (File No. 333-226068) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to a proposed underwritten public offering of (a) up to 4,255,000 shares (the “Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and (b) up to an additional 638,250 shares of Common Stock (the “Over-Allotment Shares”), for which the underwriters have been granted an over-allotment option, all pursuant to an underwriting agreement substantially in the form filed as an exhibit to the Registration Statement (the “Underwriting Agreement”).

 

We have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for the purposes of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies.

 

Based upon the foregoing, we are of the opinion that when the Shares and the Over-Allotment Shares have been issued and delivered against payment of the purchase price therefor in accordance with the Underwriting Agreement and as contemplated by the Registration Statement, the Shares and the Over-Allotment Shares will be validly issued, fully paid and nonassessable.

 

Our opinion is limited to the applicable statutory provisions of the Nevada 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. We express no opinion with respect to any other laws.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference made to us under the caption “Legal Matters” in the Registration Statement and in the prospectus forming a part thereof. 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 Securities and Exchange Commission promulgated thereunder.

 

Very truly yours,  
   
/s/ Loeb & Loeb LLP  
Loeb & Loeb LLP