Webplus: CJJD/20190412/8-K.A/2_EX-5.1/000.htm SEC Original: f8k041119a1ex5-1_chinajojo.htm
Please Reply to Las Vegas Office Writer’s email: email@example.com April 11, 2019 Board of Directors China Jo-Jo Drugstores, Inc. Hai Wai Hai Tongxin Mansion Floor 6 Gong Shu District, Hangzhou City People’s Republic of China 310008 Re: China Jo-Jo Drugstores, Inc. Ladies and Gentlemen: Company Securities Act Prospectus Supplement Shares Securities Purchase Agreement We have acted as special Nevada counsel
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April 11, 2019
Board of Directors
China Jo-Jo Drugstores, Inc.
Hai Wai Hai Tongxin Mansion Floor 6
Gong Shu District, Hangzhou City
People’s Republic of China
|Re:||China Jo-Jo Drugstores, Inc.|
Ladies and Gentlemen:
We have acted as special Nevada counsel for China Jo-Jo Drugstores, Inc., a Nevada corporation (the “Company”), in connection with a Registration Statement on Form S-3 (File No. 333-230686) (the “Registration Statement”), heretofore filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) and declared effective by the SEC on April 10, 2019, and that certain prospectus supplement filed pursuant to Rule 424(b) under the Securities Act, dated April 11, 2019 (the “Prospectus Supplement”), in connection with the offer and sale by the Company of up to an aggregate of $10,000,020 of shares of the Company’s common stock, par value $0.001 per share (the “Shares”) and warrants to purchase Common Stock (“Warrants”), pursuant to that certain Securities Purchase Agreement dated as of April 11, 2019 by and between the Company and the purchasers named therein (the “Securities Purchase Agreement”).
In arriving at the opinion expressed below, we have examined such corporate proceedings, records and documents, and such matters of law, as we have considered necessary for the purposes of this opinion. As to matters of fact, we have examined and relied upon the representations of the Company contained in the Registration Statement and the Prospectus Supplement and, where we have deemed appropriate, representations or certificates of officers of the Company or public officials. As part of our examination, we have examined the following documents, among others:
A. the Registration Statement (including the prospectus contained therein);
B. a copy of the Prospectus Supplement as provided to us and to be filed with the SEC on or about the date hereof;
C. the Purchase Agreement;
D. the Articles of Incorporation of the Company;
E. the Bylaws of the Company;
F. a Certificate of Good Standing issued by the Secretary of State of the State of Nevada, dated April 11, 2019, certifying that the Company is in existence and in good standing in the State of Nevada;
G. a certain Unanimous Written Consent of the Board of Directors of the Company, dated April 11, 2019
H. a certain certificate of the officers of the Company certifying as to certain factual matters.
400 SOUTH 4th STREET – THIRD FLOOR – LAS VEGAS - NEVADA - 89101- (702) 7910308 - FAX (702) 7911912
800 SOUTH MEADOWS PARKWAY – SUITE 800 - RENO - NEVADA - 89521 – (775) 851-8700 – FAX (775) 851-7681
April 11, 2019
Page 2 of 3
In rendering the opinion expressed below, we have assumed without verification the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of such copies, and the due authorization, execution and delivery of all documents by all parties and the validity, binding effect and enforceability thereof (other than the authorization, execution and delivery of documents by the Company and the validity, binding effect and enforceability thereof upon the Company). In addition, we have assumed and not verified the accuracy as to the factual matters of each document we have reviewed and the accuracy of, and each applicable party’s full compliance with, any representations and warranties contained therein. Accordingly, we are relying upon (without any independent investigation thereof) the truth and accuracy of the statements, covenants, representations and warranties set forth in the documents we have reviewed.
Based upon the foregoing and subject to the assumptions, exceptions, limitations and qualifications set forth herein, we are of the opinion that:
|1.||The Company is a corporation validly existing and in good standing under the laws of the state of Nevada.|
|2.||The Shares have been duly authorized and, when issued and sold in accordance with, and in the manner described in, the Purchase Agreement against receipt of the consideration set forth therein, the Registration Statement and the Prospectus Supplement, such Shares will be validly issued, fully paid and nonassessable.|
We render this opinion only with respect to, and we express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the state of Nevada. We express no opinion with respect to any other laws or with respect to the “blue sky” securities laws of any state.
We render this opinion subject to applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfer or conveyance), reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), including, without limitation, (a) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (b) concepts of materiality, reasonableness, good faith and fair dealing, and we express no opinion herein with respect to provisions relating to severability or separability.
No opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, the prospectus contained therein or the Prospectus Supplement, other than as and to the extent expressly stated herein with respect to the authorization and issuance of the Shares.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein. This opinion speaks only as of the date of this letter, and we do not undertake by delivery of this opinion or otherwise to advise you of any change in any matter set forth herein, whether based on a change in law (whether by legislative action, judicial decision, administrative decision or otherwise) or a change in any fact arising subsequent to the date hereof that might affect any of the opinions expressed herein.
This opinion is rendered pursuant to Item 601(b)(5)(i) of Regulation S-K under the Securities Act. This opinion is furnished for the benefit of the addressee hereof and for use solely in connection with the transactions contemplated by the Prospectus Supplement and may not be used, circulated, quoted or otherwise relied upon for any other purpose.
April 11, 2019
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We hereby expressly consent to the statements made in reference to our firm under the heading “Legal Matters” in the Prospectus Supplement, and to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on or about the date hereof. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the SEC thereunder.
|Very truly yours,|
|/s/ Holley Driggs Walch|
Fine Puzey Stein & Thompson
|HOLLEY DRIGGS WALCH|
|FINE PUZEY STEIN & THOMPSON|
Webplus: CJJD/20190412/8-K.A/1/000.htm SEC Original: f8k041119a1_chinajojo.htm
Hai Wai Hai Tongxin Mansion Floor 6 Gong Shu District
On April 11, 2019, China Jo-Jo Drugstores, Inc. (the “Company”) filed a current report on Form 8-K reporting the entry into certain Securities Purchase Agreement for the offering of 4,000,008 shares of the common stock (the “Shares”) from the Company’s effective shelf registration statement on Form S-3 (File No. 333-230686), which was originally filed with the Securities and Exchange Commission on April 2, 2019 and was declared effective on April 10, 2019 and a concurrent private placement of warrants to purchase up to an aggregate of 3,000,006 shares of the common stock (the “Original Form 8-K”). This Amendment No. 1 to the Original Form 8-K is herein filed solely for the purpose of filing the exhibits including Exhibit 5.1 opinion letter regarding the validity of the Shares to be issued at the closing of the offering referenced above.
|Item 9.01.||Financial Statements and Exhibits.|
|5.1||Opinion of Holley Driggs Walch Fine Puzey Stein & Thompson|
|23.1||Consent of Holley Driggs Walch Fine Puzey Stein & Thompson (included in Exhibit 5.1)|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 12, 2019
|CHINA JO-JO DRUGSTORES, INC.|
|By:||/s/ Lei Liu|
|Title:||Chief Executive Officer|
Ticker: CJJD, Company: CHINA JO-JO DRUGSTORES, INC., Type: 8-K/A, Date: 2019-04-12CIK: 0001413263, Location: F4, SIC: 5912, SIC Desc: RETAIL-DRUG STORES AND PROPRIETARY STORES
Business Phone & Address:
HAI WAI HAI TONGXIN MANSION FLOOR 6, GONG SHU DISTRICT, HANGZHOU
ZHEJIANG PROVINCE 310008