EXHIBIT 5.1
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Chrysler
Center
666
Third Avenue
New
York, NY 10017
212 935
3000
mintz.com
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March 26, 2019
DropCar, Inc.
1412 Broadway, Suite 2105
New York, New York 10018
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Prospectus
Supplement, dated March 26, 2019, to a Prospectus dated November 9,
2018 (the “Prospectus” and “Prospectus
Supplement”), filed pursuant to a Registration Statement on
Form S-3, Registration No. 333-227858 (the “Registration
Statement”), filed by DropCar, Inc., a Delaware corporation
(the “Company”), with the Securities and Exchange
Commission (the “Commission”) under the Securities Act
of 1933, as amended (the “Securities Act”), with
respect to an aggregate of 478,469 shares (the
“Shares”) of its common stock, $0.0001 par value per
share (the “Common Stock”). The 478,469 are to be sold
pursuant to a Securities Purchase Agreement dated March 26, 2019,
by and between the Company and the Purchasers named therein (the
“Purchase Agreement”), which is filed as an exhibit to
the Company’s Current Report on Form 8-K and incorporated by
reference into the Registration Statement. All capitalized terms
used herein and not otherwise defined shall have the respective
meanings given to them in the Registration Statement.
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of:
(i) the Certificate of Incorporation of the Company, as amended
through the date hereof; (ii) the Amended and Restated Bylaws of
the Company, as amended through the date hereof; (iii) certain
resolutions of the Board of Directors of the Company (the
“Board”) relating to the issuance, sale and registration of
the Shares; (iv) the Registration Statement, together with the
exhibits thereto filed with the Commission; (v) the Prospectus and
Prospectus Supplement; (vi) such other records of the corporate
proceedings of the Company and certificates of the Company's
officers as we have deemed relevant; and (vii) the Purchase
Agreement and the transactions contemplated thereby. In addition,
we have examined originals or copies, certified or otherwise
identified to our satisfaction, of certain other corporate records,
documents, instruments and certificates of public officials and of
the Company, and we have made such inquiries of officers of the
Company and public officials and considered such questions of law
as we have deemed necessary for purposes of rendering the opinions
set forth herein. Our opinions are limited to the matters stated
herein and no opinion is implied or may be inferred beyond the
matters expressly stated. As to certain factual matters, we have
relied upon a certificate of an officer of the Company and have not
sought to independently verify such matters.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of 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 or
photostatic copies and the authenticity of the originals of such
copies.
BOSTON LONDON LOS
ANGELES NEW
YORK SAN
DIEGO SAN
FRANCISCO WASHINGTON
MINTZ,
LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
MINTZ
March 26, 2019
Page 2
Our opinion is limited to the General Corporation Law of the State
of Delaware and we express no opinion with respect to the laws of
any other jurisdiction. No opinion is expressed herein with respect
to the qualification of the Shares under the securities or blue sky
laws of any state or any foreign jurisdiction.
Please note that we are opining only as to the matters expressly
set forth herein, and no opinion should be inferred as to any other
matters. This opinion is based upon currently existing statutes,
rules, regulations and judicial decisions, and we disclaim any
obligation to advise you of any change in any of these sources of
law or subsequent legal or factual developments which might affect
any matters or opinions set forth herein.
Based upon the foregoing, we are of the opinion that the Shares
have been authorized for issuance and, when issued and paid for in
accordance with the Purchase Agreement and the Prospectus
Supplement, will be duly authorized, validly issued, fully paid and
non-assessable.
We understand that you wish to file this opinion with the
Commission as an exhibit to a Current Report on Form 8-K for
incorporation by reference into the Registration Statement in
accordance with the requirements of Item 601(b)(5) of Regulation
S-K promulgated under the Securities Act and to reference the
firm's name under the caption "Legal Matters" in the Prospectus
Supplement, and we hereby consent thereto. In giving this consent,
we do not
admit that we are
within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the
Commission promulgated thereunder.
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Very
truly yours,
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/s/ Mintz,
Levin, Cohn, Ferris, Glovsky & Popeo,
P.C.
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Mintz,
Levin, Cohn, Ferris, Glovsky & Popeo, P.C.
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BOSTON LONDON LOS
ANGELES NEW
YORK SAN
DIEGO SAN
FRANCISCO WASHINGTON
MINTZ,
LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.