Exhibit 5.1
Morse, Zelnick, Rose & Lander
A LIMITED LIABILITY PARTNERSHIP
825 THIRD AVENUE
NEW YORK, NEW YORK 10022
212-838-1177
FAX – 212-838-9190
October __, 2017
WPCS International Incorporated
521 Railroad Avenue
Suisun City, CA 94585
Re: | Registration Statement on Form S-4 SEC File No. 333- |
Ladies and Gentlemen:
We have acted as special counsel to WPCS International Incorporated, a Delaware corporation (“WPCS”), in connection with the proposed issuance by WPCS of up to [40,000,000] shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”). The Shares are included in a registration statement on Form S–4 under the Securities Act of 1933, as amended (the “Act”), initially filed with the Securities and Exchange Commission (the “Commission”) on October __, 2017 (Registration No.333-______) (as amended, the “Registration Statement”), in connection with that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of September 6, 2017, by and among WPCS, DC Acquisition Corporation (“Merger Sub”), a Delaware company and a wholly-owned subsidiary of the Company) and DropCar, Inc. (“DropCar”), a Delaware company, which is included as Annex A to the Registration Statement. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus (the “Prospectus”), other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of WPCS and others as to factual matters without having independently verified such factual matters. We are opining herein only with respect to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the applicable DropCar stockholders, and have been issued by WPCS against payment therefor (not less than par value) in the circumstances contemplated by the Registration Statement and the Merger Agreement, and WPCS has filed the amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware effecting a reverse stock split of the Common Stock, at a ratio mutually agreed to by WPCS and DropCar in the range of one new share for every 1.5 to 10 shares outstanding (or any number in between), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of WPCS, and the Shares will be validly issued, fully paid and nonassessable.
WPCS International Incorporated
________ __, 2017
Page 2
In rendering the foregoing opinion, we have assumed that (i) at or prior to the time of the delivery of any Shares, the Registration Statement will have been declared effective under the Act and that the registration will apply to all of the Shares and will not have been modified or rescinded and that there will not have occurred any change in law affecting the validity of the issuance of such Shares and (ii) WPCS will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act.
We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
MORSE, ZELNICK, ROSE & LANDER, LLP
By: |