EX-5.1 3 ex5-1.htm

 

Exhibit 5.1

May 17, 2023

 

CISO Global, Inc.

6900 E. Camelback Road, Suite 900

Scottsdale, Arizona 85251

 

Ladies and Gentlemen:

 

We have acted as counsel to CISO Global, Inc., a Delaware corporation (the “Company”), in connection with the issuance and sale by the Company (the “Offering”) of 20,000,000 shares of common stock, par value $0.00001 (the “Common Stock”) pursuant to a Registration Statement on Form S-3 (Registration No. 333-265574) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) (as so filed and as amended, the “Registration Statement”), together with the prospectus contained therein (the “Base Prospectus”) and supplemented by the prospectus supplement, dated May 16, 2023 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”).

 

The Shares are to be issued and sold by the Company pursuant to the Securities Purchase Agreement, dated as of May 16, 2023 (the “Purchase Agreement”), between the Company and the purchasers signatory thereto.

 

The form of Purchase Agreement is being filed with the Commission as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on the date hereof.

 

In connection with this opinion, we have (i) investigated such questions of law, (ii) examined originals or certified, conformed or reproduction copies of such agreements, instruments, documents and records of the Company, such certificates of public officials and such other documents and (iii) received such information from officers and representatives of the Company as we have deemed necessary or appropriate for the purposes of this opinion.

 

In all such examinations, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of original and certified documents and the conformity to original or certified documents of all copies submitted to us as conformed or reproduction copies. As to various questions of fact relevant to the opinion expressed herein, we have relied upon, and assume the accuracy of, the representations and warranties set forth in the Purchase Agreement, and certificates and oral or written statements and other information of or from public officials and officers and representatives of the Company.

 

Based on the foregoing, and subject to the assumptions, limitations and qualifications stated herein, we are of the opinion that the Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Purchase Agreement, will be validly issued, fully paid and non-assessable.

 

The opinion expressed herein is limited to the applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”), as currently in effect, and reported judicial decisions interpreting such provisions of the DGCL.

 

The opinion expressed herein is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated herein. We undertake no obligation to supplement this letter if any applicable laws change after the date hereof or if we become aware of any facts that might change the opinion expressed herein after that date or for any other reason.

 

We hereby consent to the inclusion of this opinion as an exhibit to the Form 8-K, which will be incorporated by reference into the Registration Statement, and to the references to our firm under the caption “Legal Matters” in the Prospectus Supplement. 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/ Lowenstein Sandler LLP
  Lowenstein Sandler LLP