EX-5.1 2 ex5-1.htm

 

Exhibit 5.1

 

LUCOSKY BROOKMAN LLP
October 27, 2023

101 Wood Avenue South

5th floor

Woodbridge, NJ 08830

T - (732) 395-4400

F - (732) 395-4401

American Rebel Holdings, Inc.

909 18th Avenue South, Suite A

Nashville, Tennessee, 37212

111 Broadway

Suite 807

New York, NY 10006

 

T - (212) 417-8160

F - (212) 417-8161

  www.lucbro.com

 

  Re: Shares to be registered on Form S-3

 

Ladies and Gentlemen:

 

We are acting as counsel for American Rebel Holdings, 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-3 (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 the selling shareholder of up to 5,977,374 shares (the “Warrant Shares”) of the Company’s common stock, $0.001 par value per share, consisting of (a) 2,988,687 issuable upon exercise of New Warrant A (as defined in the Registration Statement) and (b) 2,988,687 issuable upon exercise of New Warrant B (as defined in the Registration Statement). New Warrant A and New Warrant B are referred to herein as, collectively, the “Warrants.”

 

The offering of the Warrant 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 restated 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 o 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, that the Warrant Shares, when issued upon exercise of the Warrants against payment therefor as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable.

 

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 Registration Statement and may not be relied upon for any other purpose without our prior written 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.

 

We hereby consent to the filing of this opinion with the Commission as an exhibit to the 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 Securities 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.

 

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