EX-5.1 2 ex5-1.htm

 

Exhibit 5.1

 

 

ScoutCam Inc.

Suite 7A, Industrial Park, P.O. Box 3030

Omer, Israel 8496500

 

May 11, 2020

 

Re: Registration Statement on Form S-1 (Registration No. 333-237470)

 

Gentlemen:

 

We have acted as U.S. securities counsel to ScoutCam Inc., a Nevada corporation (the “Company”), in connection with its filing with the Securities and Exchange Commission of a Registration Statement on Form S-1 (the “Registration Statement”), pursuant to the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the proposed resale of (i) 8,786,127 shares of common stock, par value $0.001 per share, of the Company, which are issued and outstanding and held by persons who are shareholders of the Company (the “Selling Security Holders’ Shares”); and (ii) 13,179,198 shares of common stock, par value $0.001 per share, that are issuable upon the exercise of warrants (the shares so issuable, the “Warrant Shares”).

 

In connection therewith, we have examined and relied upon original, certified, conformed, photostat or other copies of (a) the Articles of Incorporation and Bylaws of the Company; (b) resolutions of the Board of Directors of the Company; (c) the Registration Statement and the exhibits thereto; and (d) such corporate records of the Company, certificates of public officials, certificates of officers of the Company and other documents, agreements and instruments as we have deemed necessary as a basis for the opinions herein contained. In all such examinations, we have assumed the genuineness of all signatures on original documents, and the conformity to originals or certified documents of all copies submitted to us as conformed, photostat or other copies. In passing upon certain corporate records and documents of the Company, we have necessarily assumed the correctness and completeness of the statements made or included therein by the Company, and we express no opinion thereon.

 

Based upon and subject to the foregoing, we are of the opinion that:

 

1.The Selling Security Holders’ Shares, which are currently issued and outstanding, are validly issued, fully paid and non-assessable.
   
2.The Warrant Shares that may be issued upon exercise of the Warrants will be validly issued, fully paid and non-assessable, when issued in accordance with the terms of the Warrants.

 

We are familiar with the applicable provisions of the Nevada Revised Statutes, the applicable provisions of the Nevada Constitution and reported judicial decisions interpreting these laws, and we have made such inquiries with respect thereto as we consider necessary to render this opinion with respect to a Nevada corporation. This opinion letter is opining upon and is limited to the current federal securities laws of the United States and, as set forth above, Nevada law, including the statutory provisions, all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. Our opinion is based on these laws as in effect on the date hereof and as of the effective date of the Registration Statement, and we assume no obligation to revise or supplement this opinion after the effective date of the Registration Statement should the law be changed by legislative action, judicial decision or otherwise. Where our opinions expressed herein refer to events to occur at a future date, we have assumed that there will have been no changes in the relevant law or facts between the date hereof and such future date. Our opinions expressed herein are limited to the matters expressly stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Not in limitation of the foregoing, we are not rendering any opinion as to the compliance with any other federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving such consent, we do not thereby admit that we are included within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations promulgated thereunder.

 

  Sincerely,
   
  /s/ The Crone Law Group, P.C.
  THE CRONE LAW GROUP, P.C.

 

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