Exhibit 5.1
LIONEL SAWYER & COLLINS
| ATTORNEYS AT LAW | ||||||||
| SAMUEL S. LIONEL GRANT SAWYER (1918-1996)
JON R. COLLINS (1923-1987)
RICHARD H. BRYAN JEFFREY P. ZUCKER PAUL R. HEJMANOWSKI A. WILLIAM MAUPIN DAVID N. FREDERICK RODNEY M. JEAN TODD TOUTON LYNDA S. MABRY MARK H. GOLDSTEIN KIRBY J. SMITH COLLEEN A. DOLAN JENNIFER A. SMITH |
DAN R. REASER ALLEN J. WILT LYNN S. FULSTONE DAN C. McGUIRE JOHN E. DAWSON CHARLES H. McCREA JR. GREGORY E. SMITH MALANI L. KOTCHKA LESLIE BRYAN HART CRAIG E. ETEM TODD E. KENNEDY MATTHEW E. WATSON JOHN M. NAYLOR WILLIAM J. McKEAN ELIZABETH BRICKFIELD GREGORY R. GEMIGNANI LINDA M. BULLEN LAURA J. THALACKER |
50 WEST LIBERTY STREET
SUITE 1100
RENO, NEVADA 89501
(775) 788-8666
FAX (775) 788-8682
lsc@lionelsawyer.com
www.lionelsawyer.com |
DOREEN SPEARS HARTWELL LAURA K. GRANIER MAXIMILIANO D. COUVILLIER III ERIN FLYNN JENNIFER ROBERTS MARK A. CLAYTON MATTHEW R. POLICASTRO CHRISTOPHER MATHEWS PEARL L.GALLAGHER JENNIFER J. GAYNOR CHRISTOPHER WALTHER KEVIN J. HEJMANOWSKI
OF COUNSEL RICHARD J. MORGAN* PAUL D. BANCROFT
*ADMITTED IN CA ONLY |
KETAN D. BHIRUD ROBERT W. HERNQUIST COURTNEY MILLER O’MARA BRIAN H. SCHUSTERMAN MARK J. GARDBERG JAMES B. GIBSON GREG J. CARLSON JOHN D. TENNERT KATHERINE L. HOFFMAN VAR LORDAHL, JR. PHILLIP C. THOMPSON AMY L. BAKER JORDAN A. DAVIS KENDAL L. DAVIS CHANDENI K. GILL | ||||
July 2, 2014
Victory Electronic Cigarettes Corporation
11335 Apple Drive
Nunica, Michigan 49448
| Re: | Registration of Common Stock of Victory Electronic Cigarettes Corporation |
Ladies and Gentlemen:
We are acting as special Nevada counsel for Victory Electronic Cigarettes Corporation, a Nevada corporation (the “Company”), in connection with the registration by the Company under the Securities Act of 1933, as amended, of up to $149,500,000 worth of shares of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”), to be offered to the public under Registration Statement No. 333-195904 on Form S-1, as amended, relating to such offering (the “Registration Statement”).
Nothing herein shall be deemed an opinion as to the laws of any jurisdiction other than the State of Nevada.
We have examined originals or copies of each of the documents listed below:
| 1. | Certificate of Corporate Existence relating to the Company, issued by the Nevada Secretary of State; |
| 2. | The Articles of Incorporation, as amended, of the Company filed as exhibits 3.1(i) and 3.1(i)(a) to the Registration Statement; |
| 3. | The Bylaws of the Company filed as exhibit 3.1(ii) to the Registration Statement; |
| 4. | Resolutions of the Board of Directors of the Company (the “Board”), dated May 10, 2014, relating to the registration of the Common Stock; and |
| 5. | The Registration Statement, together with exhibits 3.1(i), 3.1(i)(a), and 3.1(ii) to the Registration Statement. |
LAS VEGAS OFFICE: 300 SOUTH FOURTH STREET, SUITE 1700 — LAS VEGAS, NEVADA 89101 — (702) 383-8888 — FAX (702) 383-8845
CARSON CITY OFFICE: 410 SOUTH CARSON STREET — CARSON CITY, NEVADA 89701 — (775) 841-2115 — FAX (775) 841-2119
LIONEL SAWYER & COLLINS
ATTORNEYS AT LAW
Victory Electronic Cigarettes Corporation
July 2, 2014
Page 2
We have examined originals or copies of such other corporate records, certificates of corporate officers and public officials and other agreements and documents as we have deemed necessary or advisable for purposes of this opinion letter. We have relied upon the certificates of all public officials and corporate officers with respect to the accuracy of all factual matters contained therein. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of natural persons and the conformity to originals of all copies of all documents submitted to us
Based upon the foregoing, and subject to the following, it is our opinion that, so long as the number of shares of Common Stock to be issued does not exceed the number of shares of the Company’s common stock authorized but unissued, the Common Stock, when issued, sold and delivered in the manner stated in the Registration Statement and the Prospectus included in the Registration Statement, and in accordance with and for the consideration stated in resolutions duly adopted by the Board, will be validly issued, fully paid and nonassessable.
The opinions expressed above are limited to the laws of the State of Nevada, including reported judicial decisions. This Opinion Letter is intended solely for use in connection with the registration and offering of the Common Stock as described in the Registration Statement and resales of the Common Stock, and it may not be reproduced or filed publicly, without the written consent of this firm; provided, however, we hereby consent to the filing of this Opinion Letter as an exhibit to the Registration Statement and to the use of our name under the heading “Legal Matters” contained in the Prospectus included in the Registration Statement. In giving this consent, we do not hereby admit that we are in a category of persons whose consent is required pursuant to Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
| Very truly yours, |
| /s/ Lionel Sawyer & Collins LIONEL SAWYER & COLLINS |