EX-5.1 2 ex5-1.htm

 

Exhibit 5.1

 

   

commerce center

suite 800

211 commerce street

nashville, tennessee 37201

phone: 615.726.5600

fax: 615.726.0464

mailing address:

p.o. box 190613

nashville, tennessee 37219

 

www.bakerdonelson.com

 

September 22, 2016

 

Quest Solution, Inc.

860 Conger Street

Eugene, Oregon 97402

 

Re: Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

This opinion letter is furnished to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of up to 1,900,000 shares (the “Shares”) of common stock, par value $.001 per share, of Quest Solution, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Quest Solution, Inc. Employee Stock Purchase Plan (the “Plan”).

 

We have examined such records, documents and matters of law and satisfied ourselves as to such matters of fact as we have considered relevant for purposes of this opinion. In rendering this opinion, we have relied as to certain matters on statements, representations and other information obtained from public officials, officers of the Company, and other sources believed by us to be responsible.

 

On the basis of the foregoing, we are of the opinion that the Shares that may be issued and sold from time to time in accordance with the Plan, when and if issued, sold and paid for in accordance with the Plan, would be validly issued, fully paid and non-assessable.

 

In rendering the foregoing opinion, we have assumed that upon the issue of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Company’s charter.

 

Our opinion, with your concurrence, is predicated on and qualified in its entirety by the following:

 

A. The foregoing opinion is limited to the laws of the State of Delaware and we do not express any opinion herein concerning the laws of any other jurisdiction. We express no opinion as to compliance with any federal or state securities laws, including the securities laws of the State of Delaware. To the extent that any matter as to which our opinion is expressed herein would be governed by any jurisdiction other than the State of Delaware, we do not express any opinion on such matter.

 

B. The opinions set forth herein are expressed as of the date hereof and we disclaim any undertaking to advise you of any changes which may subsequently be brought to our attention in the facts or the law upon which such opinions are based.

 

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

 

  Very truly yours,
   
  /s/ BAKER, DONELSON, BEARMAN, CALDWELL
& BERKOWITZ, PC