Exhibit 5.1
|
Chrysler
Center
666
Third Avenue
New
York, NY 10017
212 935
3000
212 983
3115 fax
www.mintz.com
|
February
7, 2020
DropCar, Inc.
1412 Broadway, Suite 2105
New York, New York 10018
Ladies and Gentlemen:
We have acted as counsel for DropCar, Inc., a Delaware corporation
(the “Company”), in connection with the preparation of
the Registration Statement on Form S-3 (the “Registration
Statement”) initially filed with the Securities and Exchange
Commission (the “Commission”) on February 7, 2020,
under the Securities Act of 1933, as amended (the
“Act”), covering the offering for resale, on a delayed
or continuous basis, of (i) 125% (or 4,340,250 shares) of
the 3,472,200 shares of common stock (the “Preferred
Shares”) issuable upon the conversion of Series H-6
Convertible Preferred Stock, par value $0.0001 per share (the
Series H-6 Preferred”), issued by the Company to certain
institutional and accredited investors pursuant to an exchange
agreement, dated as of February 5, 2020 and (ii) 125% (or 4,340,276
shares) of the 3,472,222 shares of common stock (the “Warrant
Shares”) issuable upon exercise of warrants (the “H-5
Warrants”) issued by the Company to certain institutional and
accredited investors pursuant to a Securities Purchase Agreement,
dated as of December 6, 2019 (the “Purchase
Agreement”)
As counsel to the Company, we have examined such corporate records,
documents, agreements and such matters of law as we have considered
necessary or appropriate for the purpose of this opinion. In our
examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the
conformity with the originals of all documents submitted to us as
copies. Upon the basis of such examination, we advise you that in
our opinion that (i) the Preferred Shares have been duly authorized
and reserved for issuance, and, when issued upon conversion of the
Series H-6 Preferred in accordance with the terms thereof, will be
legally issued, fully paid and nonassessable and (ii) the Warrant
Shares have been duly authorized and reserved for issuance, and,
when issued upon exercise of the H-5 Warrants in accordance with
the terms thereof, will be legally issued, fully paid and
nonassessable.
Our opinion is limited to the General Corporation Law of the State
of Delaware and the United Stated federal laws, and we disclaim any
opinion whatsoever with respect to matters governed by the laws of
any other jurisdiction.
We consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this firm under the
caption “Legal Matters” in the Prospectus which is a
part of the Registration Statement. 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.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Boston | London | Los Angeles | New York | San Diego | San
Francisco | Stamford | Washington
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
February 7, 2020
Page 2
Very
truly yours,
/s/ Mintz, Levin, Cohn, Ferris, Glovsky & Popeo,
P.C.
MINTZ, LEVIN, COHN,
FERRIS, GLOVSKY &
POPEO, P.C.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Boston | London | Los Angeles | New York | San Diego | San
Francisco | Stamford | Washington