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Durham Jones & Pinegar, P.C.
111
South Main Street, Suite 2400
Salt
Lake City, Utah 84111
801.415.3000
801.415.3500
Fax
www.djplaw.com
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Exhibit 5.1
September
26, 2019
Dynatronics
Corporation
7030
Park Centre Drive
Cottonwood
Heights, UT 84121
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Registration Statement on Form S-8
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Ladies
and Gentlemen:
We have
acted as special counsel to Dynatronics Corporation, a Utah
corporation (the “Company”), in connection with the
proposed issuance of up to 841,353 shares (the “Shares”) of common stock, no par
value per share, of the Company, pursuant to the Company’s
2018 Equity Incentive Plan (as amended, the “Plan”). The Shares are included in
a registration statement on Form S-8 under the Securities Act of
1933, as amended (the “Act”), filed with the Securities
and Exchange Commission (the “Commission”) on September 26, 2019
(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,
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 the Company and others as to factual matters without
having independently verified such factual matters. We are opining
herein only as to the Business Corporation Act of the State of
Utah, as amended, and we express no opinion with respect to the
applicability thereto, or the effect thereon, of any other laws, or
as to any matters of municipal law or the laws of any local
agencies within any state.
In our
examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the
conformity to authentic original documents of all documents
submitted to us as copies.
Subject
to the foregoing and the other matters set forth herein, it is our
opinion that, as of the date hereof, when the Shares have been
issued by the Company against payment therefor, in the
circumstances contemplated by the Plan, assuming in each case that
the individual grants or awards under the Plan are duly authorized
by all necessary corporate action and exercised in accordance with
the requirements of law, such corporate action and the Plan (and
the agreements and awards duly adopted thereunder and in accordance
therewith), the issuance and sale of the Shares will have been duly
authorized by all necessary corporate action of the Company, and
the Shares will be validly issued, fully paid and
nonassessable.
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. This
opinion letter is rendered to you as of the date hereof, and we
assume no obligation to advise you or any other person with regard
to any change after the date hereof in the circumstances or the law
that may bear on the matters set forth herein even if the change
may affect the legal analysis, legal conclusion or other matters in
this opinion letter.
We
consent to your filing this opinion as an exhibit to the
Registration Statement. 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,
Durham Jones & Pinegar, P.C.
/s/Durham Jones & Pinegar, P.C.
SALT
LAKE CITY | LEHI | OGDEN | ST. GEORGE