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Exhibit 5.1

 

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LUCOSKY BROOKMAN LLP

101 Wood Avenue South

5th Floor

Woodbridge, NJ 08830

 

T - (732) 395-4400

F- (732) 395-4401

   
October 14, 2021  
 

111 Broadway

Suite 807

New York, NY 10006

 

T - (212) 332-8160

F - (212) 332-8161

Vinco Ventures, Inc.

1 West Broad Street

Suite 1004

Bethlehem, PA 18018

 

www. lucbro.com

 

  Re: Registration Statement on Form S-1, 117,574,040 Shares of Common Stock, par value $0.001 per share of Vinco Ventures, Inc.  

 

Ladies and Gentlemen:

 

We are acting as counsel for Vinco Ventures, Inc., a Nevada corporation (the “Company”), in connection with the registration for resale from time to time by certain selling shareholders (the “Selling Shareholders”) named in the Prospectus (as defined below) of up to 117,574,040 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). These shares include (i) 30,000,000 shares issuable upon conversion of a promissory note issued in the July 2021 Hudson Bay Financing (as defined in the Registration Statement (as defined below)), (ii) 32,697,548 shares of common stock underlying a warrant issued in the July 2021 Hudson Bay Financing, (iii) 16,961,300 shares of common stock issued and issuable upon exercise of an August Series A Warrant issued in connection with the August 2021 Hudson Bay Warrant Exercise Agreement (the “August Series A Warrant”), (iv) 2,000,000 shares of common stock underlying an August Series B Warrant issued in connection with the August 2021 Hudson Bay Warrant Exercise Agreement (the “August Series B Warrant”), (v) 1,640,000 shares of common stock underlying a warrant issued in connection with the placement of the August Series A Warrant (the “August Series A Placement Agent Warrant”), (vi) 160,000 shares of common stock underlying a warrant issued in connection with the placement of the August Series B Warrant (the “August Series B Placement Agent Warrant,” and, together with the August Series A Placement Agent Warrant, the “August Placement Agent Warrants”), (vii) 20,000,000 shares of common stock underlying a September Series A Warrant issued in connection with the September 2021 Hudson Bay Warrant Exercise Agreement (the “September Series A Warrant”), (viii) 2,000,000 shares of common stock underlying a September Series B Warrant issued in connection with the September 2021 Hudson Bay Warrant Exercise Agreement (the “September Series B Warrant”), (ix) 1,600,000 shares of common stock underlying a warrant issued in connection with the placement of the September Series A Warrant (the “September Series A Placement Agent Warrant”), (x) 160,000 shares of common stock underlying a warrant issued in connection with the placement of the September Series B Warrant (the “September Series B Placement Agent Warrant,” and, together with the September Series A Placement Agent Warrant, the “September Placement Agent Warrants”), (xi) 1,007,194 shares of common stock issued in connection with the BHP Securities Purchase Agreement, (xii) 1,007,194 shares of common stock underlying a warrant issued in connection with the BHP Securities Purchase Agreement (the “July 2021 BHP Warrant”), (xiii) 225,000 shares of common stock issued in connection with the PPE Brickell Settlement Agreement, and (xiv) 5,500,000 shares of common stock issued in connection with the conversion of a promissory note held by Paul Yang Zhiwen (the “Zhiwen Note”) (the August Series A Warrant, the August Series B Warrant, the August Placement Agent Warrants, the September Series A Warrant, the September Series B Warrant, the September Placement Agent Warrants and the July 2021 BHP Warrant are collectively referred to as, the “Warrants”).

 

 

 

  

The Shares are included in a Registration Statement on Form S-1 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), and the related prospectus included in the Registration Statement (the “Prospectus”), originally filed with the Securities and Exchange Commission (the “Commission”) on October 6, 2021.

 

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 or related Prospectus, other than as expressly stated herein with respect to the issue of the Shares. It is understood that the opinions set forth below are to be used only in connection with the offer while the Registration Statement is in effect.

 

In rendering these opinions, we have examined the Company’s Articles of Incorporation and Bylaws, both as amended and currently in effect, the Registration Statement, and the exhibits thereto, and such other records, instruments and documents as we have deemed advisable in order to render these opinions. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photo static copies and the authenticity of the originals of such latter documents. In providing these opinions, we have further relied as to certain matters on information obtained from officers of the Company. We are opining herein as to the laws of the United States and Chapter 78 of the Nevada Revised Statutes of the State of Nevada, and we express no opinion with respect to any other laws.

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

 

1. The issue of the Shares has been duly authorized by all necessary corporate action of the Company, and when the Shares have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the holders of such Shares and Warrants, and have been issued by the Company upon exercise of the Warrants, the Shares will be validly issued, fully paid and non-assessable.

 

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. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” 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,
   
  /s/ Lucosky Brookman LLP
  Lucosky Brookman LLP