OPINION ON LEGALITY
Published on September 19, 2019
Exhibit 5.1
Horwitz + Armstrong
A Professional Law Corporation
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14 Orchard, Suite 200
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North San Diego Office
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Lake Forest, California 92630
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804 N. The Strand #9
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T: (949) 540-6540
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Oceanside, CA 92054
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F: (949) 540-6578
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September 19, 2019
Know Labs, Inc.
500 Union Street, Suite 420
Seattle, WA 98101
Re: Registration
Statement on Form S-1
Gentleman:
This law firm has represented Know Labs, Inc., formerly known as
Visualant, Incorporated, a Nevada corporation (the
“Company”), in connection with the preparation and
filing with the Securities and Exchange Commission of a
Registration Statement on Form S-1 (the “Registration
Statement”) under the Securities Act of 1933, as amended (the
“Securities Act”) of up to 14,337,632
shares of the Company’s common stock, consisting
of:
(i)
up
to 4,242,515 shares of common stock underlying the principal amount
of registrants 8% Unsubordinated Convertible Notes
(“Principal Shares”)
(ii)
up to 339,401 shares of common
stock issuable by the registrant upon the conversion of
interest accrued under the 8%
Unsubordinated Convertible Notes (“Interest
Shares”)
(iii)
up
to 2,121,258 shares (the "Investor Warrant Shares") of common stock
issuable upon the exercise of outstanding investor's warrants at an
exercise price of $1.20 that were previously issued to the Selling
Shareholders in connection with 8% Unsubordinated Convertible Notes
offering that closed in a series of closings between February 15,
2019 and May 28, 2019.
(iv)
542,102
shares of our common stock issuable upon the exercise of
outstanding placement agent warrants (the “Placement Agent
Warrants”) at an exercise price of $1.20 per share that were
previously issued to Boustead Securities, LLC and its
assigns.
(v)
up to 3,108,356 shares of common stock underlying
the outstanding Series D Convertible Preferred Stock which is convertible
at any time at an initial conversion price of $0.25 per share of
our common stock subject to adjustment for certain events
(“Series D Shares”). There are currently 3,108,356
common shares estimated to underlying the 1,016,004 issued and
outstanding Series D
Shares.
(vi)
up to 3,984,000 shares of common stock issuable upon conversion of
outstanding Series F Warrants at an exercise price of $0.25 per
share that were previously issued to one of the Selling
Shareholders in connection with Preferred Stock and Warrant
Purchase Agreement dated November 10, 2016 (“Series F Warrant
Shares”).
(collectively,
the “Shares” and “Warrant
Shares”)
This opinion is being delivered in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Act.
In rendering this opinion, we have examined (i) the Registration
Statement and the exhibits thereto, (ii) the Company’s
Amended and Restated Certificate of Incorporation, and all
amendments thereto, including preferred stock designations, (iii)
the Bylaws of the Company and all amendments thereto, (iv) certain
resolutions of the board of directors of the Company, relating to
the issuance and sale of the Shares and the Series D Convertible
Preferred Stock, (v) Series F Warrants, (vi) the Principal and
Interest Shares, Investor Warrant Shares, and Placement Agent
Warrants and (vii) certificates of officers of the Company and of
public officials and other such records, instruments and documents
as we have deemed advisable in order to render this opinion. 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 and conformed copies and the authenticity of the
originals of such documents.
Based on the foregoing, we are of the opinion that the Shares
covered by the Registration Statement are, upon issuance, validly
issued, fully paid and non-assessable.
We express no opinion as to the effect or application of any laws
or regulations other than those of the Nevada General Corporation
Law (including the statutory provisions and all applicable
provisions of the Nevada Constitution and the reported judicial
cases interpreting those laws currently in effect) and the federal
laws of the United States, in each case as currently in
effect.
The information set forth herein is as of the date hereof. We
assume no obligation to supplement this opinion letter if any
applicable law changes after the date hereof or if we become aware
of any fact that might change the opinion expressed herein after
the date hereof. Our opinion is expressly limited to the matters
set forth above, and we render no opinion, whether by implication
or otherwise, as to any other matters relating to the Company, the
Shares or Warrant Shares, the Registration Statement or the
prospectus included therein.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and being named in the prospectus
included in the Registration Statement under the heading
“Legal Matters”. In giving this consent, we do not
thereby admit that we are within the category of persons whose
consent is required under Section 7 of the Act or the rules and
regulations of the Commission promulgated thereunder.
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Very
truly yours,
/s/ Horwitz + Armstrong
Horwitz
+ Armstrong, A Professional Law
Corporation
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