OPINION OF FIFTH AVENUE LAW GROUP, PLLC
Published on August 16, 2013
August 16, 2013
Visualant, Inc.
500 Union Street, Suite 420
Seattle, WA 98101
RE: Registration Statement on Form S-1
Gentlemen:
We have acted as counsel to Visualant, Inc. (the “Company”) in connection with the Registration Statement on Form S-1, File No. 333-189788, filed with the U.S. Securities and Exchange Commission (the “Commission”) on July 3, 2013 and amended on August 16, 2013 (the “Registration Statement”) covering: (a) 52,300,000 shares of common stock issued to Special Situations Technology Funds, L.P. and forty other accredited investors (collectively, the “Investors”) pursuant to a private placement undertaken by the Company, which offering closed on June 14, 2013; and (b) 18,000,000 shares of common stock issuable upon exercise of a portion of the five year warrants to purchase shares of common stock at $0.15 per share (the “Series A Warrants”), which were issued as part of the aforesaid private placement. All 70,300,000 of the aforesaid shares of common stock (collectively, the “Shares”) are being registered in connection with the proposed sale of the Shares by the Investors (the “Selling Stockholders”) listed in the Registration Statement.
In connection with this opinion, we have assumed that the Shares that are issuable upon exercise of the Series A Warrants will be issued in the manner described in the Registration Statement and the prospectus relating thereto.
In connection with this opinion we have reviewed the proceedings of the Board of Directors of the Company relating to the registration and issuance of the Shares, the Company’s Amended and Restated Articles of Incorporation dated March 21, 2013 as filed with the Nevada Secretary of State on April 30, 2013, the amendment to the Company’s Articles of Incorporation as filed with the Nevada Secretary of State on August 12, 2013, the Bylaws of the Company and all amendments thereto, and such other documents and matters as we have deemed necessary as a basis for this opinion.
Based upon the foregoing, we are of the opinion that:
(a) The 52,300,000 Shares issued to the Investors in the private placement are duly authorized, validly issued, fully paid and nonassessable; and
(b) The remaining 18,000,000 Shares, when issued upon exercise of the Company’s Series A Warrants granted to the Investors, will be legally issued, fully paid, and nonassessable.
We do not find it necessary for the purposes of this opinion to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states as to the issuance and sale of the Shares.
We consent to the use of this opinion as an exhibit to the Registration Statement filed with the Commission in connection with the registration of the Shares and to the reference to our firm in the Registration Statement.
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Very truly yours,
/s/ Fifth Avenue Law Group, PLLC
Fifth Avenue Law Group, Pllc
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