Exhibit 5.1
June 25, 2021
FitLife Brands, Inc.
5214 S. 136th Street
Omaha, NE 68137
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Re:
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Registration
Statement on Form S-8 for FitLife
Brands, Inc.
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Dear Ladies
and Gentlemen:
We have acted as counsel to FitLife Brands, Inc.,
a Nevada corporation (the “Company”), in connection with the preparation of a
Registration Statement on Form S-8 (the “Registration
Statement”) under the
Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to
the registration of (i) a total of 100,000 shares (the
“Plan
Shares”) of the
Company’s common stock, par value $0.001 per share, issuable
under the FitLife Brands, Inc. 2019 Omnibus Equity Incentive
Plan (the “2019 Plan”).
In
connection with this opinion letter, we have examined the
Registration Statement and originals, or copies certified or
otherwise identified to our satisfaction as being true copies, of
the Restated Articles of Incorporation of the Company, as amended,
and the Amended and Restated Bylaws of the Company, and such
other documents, records and other instruments as we have deemed
appropriate for purposes of the opinion set forth
herein.
We have
assumed the genuineness of all signatures, the legal capacity of
all natural persons, the authenticity of the documents submitted to
us as originals, the conformity with the originals of all documents
submitted to us as certified, facsimile or photostatic copies and
the authenticity of the originals of all documents submitted to us
as copies.
Based upon
the foregoing, we are of the opinion that the Shares have been duly
authorized and, when and to the extent issued in accordance with
the terms of the applicable Plans and, with respect to the Plan
Shares, when and to the extent issued in accordance with the terms
of any award agreement entered into under the 2019 Plan, the
Shares will be validly issued, fully paid and
nonassessable.
In
rendering the opinion set forth above, we express no opinion as to
the laws of any jurisdiction other than the Nevada Revised Statutes
and the federal laws of the United States of America.
We hereby
consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not hereby
admit that we are acting within the category of persons whose
consent is required under Section 7 of the Act or the rules or
regulations of the U.S. Securities and Exchange Commission
thereunder.
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Very truly
yours,
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/s/ Disclosure
Law Group
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Disclosure Law
Group, a Professional Corporation
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