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
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March
5, 2021
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111
Broadway
Suite
807
New
York, NY 10006
T -
(212) 332-8160
F -
(212) 332-8161
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NaturalShrimp
Incorporated
15150
Preston Road, Suite #300
Dallas,
Texas 75248
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www.
lucbro.com
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RE:
Registration Statement on Form S-3
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Ladies
and Gentlemen:
We are
acting as counsel for NaturalShrimp Incorporated, a Nevada
corporation (the “Company”), in connection
with the Registration Statement on Form S-3 (such Registration
Statement, as amended from time to time, is herein referred to as
the “Registration
Statement”), filed by the Company with the Securities
and Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended (the “Securities Act”), on the
date hereof, pertaining to the proposed offer and sale pursuant to
Rule 415 under the Act from time to time, in one or more offerings,
of the following securities (the “Securities”) having an
aggregate offering price of up to $100,000,000:
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common
stock, par value $0.0001 per share, of the Company (the
“Common Stock), issuable directly or in exchange for or upon
conversion of Warrants (as defined below), or Preferred Stock (as
defined below);
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preferred
stock, par value $0.0001 per share (the “Preferred
Stock”), of the Company issuable directly or in exchange for
or upon conversion of Warrants or other Preferred
Stock;
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debt
securities of the Company (the “Debt
Securities”),
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warrants
of the Company (the “Warrants”) entitling the holders
to purchase shares of Common Stock, shares of Preferred Stock, or
other securities of the Company;
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rights
to purchase shares of Common Stock or Preferred Stock (the
“Rights”); and
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units
(the “Units”) comprised of any combination of other
Securities offered in the Registration Statement.
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The
Common Stock is to be issued under the Articles of Incorporation of
the Company, as amended (the “Articles of
Incorporation”). Each series of Preferred Stock is to
be issued under the Articles of Incorporation and a certificate of
designation (a “Certificate of
Designation”) to be approved by the board of directors
of the Company (the “Board of Directors”) or a
committee thereof and filed with the Secretary of State of the
State of Nevada (the “Nevada Secretary of
State”). The Debt Securities may be issued pursuant to
a senior debt indenture (the “Senior Debt Indenture”)
between the Company and the trustee to be named therein (the
“Senior Debt
Trustee”) and a subordinated debt indenture (the
“Subordinated Debt
Indenture,” and together with the Senior Debt
Indenture, the “Indentures”) between the
Company and the trustee to be named therein (the
“Subordinated Debt
Trustee” and, together with the Senior Debt Trustee,
the “Trustees”). The Warrants
are to be issued under one or more warrant agreements in a form to
be filed and incorporated into the Registration Statement, with
appropriate insertions (each, a “Warrant Agreement”), to
be entered into by the Company, a warrant agent to be named by the
Company (the “Warrant Agent”), and the
holders from time to time of the Warrants. The Units are to be
issued under one or more unit agreements in a form to be filed and
incorporated into the Registration Statement, with appropriate
insertions (each, a “Unit Agreement”), to be
entered into by the Company and the unit agent named therein. The
Rights are to be issued under one or more rights agent agreements
in a form to be filed and incorporated into the Registration
Statement, with appropriate insertions (each, a “Rights Agreement”), to be
entered into by the Company and a bank, trust company or other
financial institution to be identified therein as rights agents.
The Articles of Incorporation, each Certificate of Designation,
each Warrant Agreement, each Unit Agreement, and each Rights
Agreement are referred to herein individually as a
“Governing
Document” and collectively as the “Governing
Documents.”
As part
of the corporate actions taken and to be taken in connection with
issuance of any Securities to be issued and sold from time to time
under the Registration Statement, the Board of Directors, a
committee thereof or certain authorized officers of the Company as
authorized by the Board of Directors will, before such Securities
are issued under the Registration Statement, duly authorize the
issuance and approve the terms of such Securities (the
“Corporate
Proceedings”).
You
have provided us with a draft prospectus (the
“Prospectus”) that is a part of the Registration
Statement. The Prospectus provides that it will be supplemented in
the future by one or more supplements thereto (each, a
“Prospectus
Supplement”) in connection with each offering of
Securities. 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, the Prospectus or any
Prospectus Supplement, other than as expressly stated herein with
respect to the issue of the Securities. 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 our
capacity as your counsel in connection with such registration, we
have reviewed and are familiar with such documents, certificates,
Corporate Proceedings and other materials, including an examination
of originals or copies certified or otherwise identified to our
satisfaction of the Articles of Incorporation and Bylaws of the
Company, Governing Documents and the Registration Statement
(collectively, the “Constituent Documents”),
and have reviewed such questions of law, as we have considered
relevant or necessary as a basis for this opinion.
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. For purposes of this opinion, we have
assumed that proper proceedings in connection with the
authorization and issuance or sale of the Securities will be timely
and properly completed, in accordance with all requirements of
applicable federal laws and the Nevada Revised Statutes (the
“NRS”)
and, in the manner presently proposed. We have assumed and have not
verified the accuracy of the factual matters of each document we
have reviewed.
As to
facts material to the opinions, statements and assumptions
expressed herein, we have, with your consent, relied upon oral or
written statements and representations of officers and other
representatives of the Company and others. We have specifically
relied upon the certification of an officer of the Company signed
on even date herewith. In addition, we have obtained and relied
upon such certificates and assurances from public officials as we
have deemed necessary.
With
respect to the Securities to be offered and sold by the Company, we
have also assumed that (a) the Registration Statement shall have
become and remain effective under the Securities Act, a Prospectus
Supplement shall have been prepared and filed with the Commission
describing the Securities, and such Securities shall have been
issued and sold in accordance with the terms set forth in such
Prospectus Supplement; (b) such Securities, as issued and
delivered, comply with any requirements and restrictions imposed by
any court or governmental or regulatory body applicable to the
Company; (c) at the time of any offering or sale of any Securities,
there shall be a sufficient number of shares of Common Stock or
Preferred Stock, authorized and unissued under the Certificate, and
not otherwise reserved for issuance, except in connection with the
issuance of the Securities; (d) at the time of issuance or sale of
the Securities, the Company shall validly exist and shall be in
good standing under the laws of the State of Nevada, and, in the
case of Securities, the Company shall have the necessary corporate
power for such issuance; (e) any definitive purchase, underwriting
or similar agreement with respect to any Securities, if applicable,
shall have been duly authorized, executed and delivered by the
parties thereto and shall constitute legally valid and binding
obligations of the parties thereto, enforceable against each of
them in accordance with their respective terms, at the time of
issuance of the applicable Securities; (f) certificates
representing the Securities, if any, shall have been duly executed,
countersigned, registered and delivered, or if uncertificated,
valid book-entry notations shall have been made in the share or
other register of the Company, in each case in accordance with the
Constituent Documents, and in the manner contemplated by the
Registration Statement and/or the applicable Prospectus Supplement,
against payment therefor in an amount not less than the par value
thereof, or such other consideration determined by the Board of
Directors, or an authorized committee thereof, as permitted under
the NRS, in accordance with the provisions of any applicable
definitive purchase agreement, underwriting agreement, or similar
agreement approved by the Company; and (g) the Constituent
Documents shall be in full force and effect and shall not have been
amended, restated, supplemented or otherwise altered, and there
shall be no authorization of any such amendment, restatement,
supplement or alteration, in each case since the date
hereof.
Subject
to the foregoing and the other matters set forth herein, it is our
opinion that as of the date hereof:
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1.
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With
respect to any Common Stock, upon (a) the completion of all
required Corporate Proceedings with respect to the issuance of such
Common Stock, (b) the due execution, registration of issuance and
delivery of certificates representing such Common Stock against
payment of the purchase price therefor in accordance with the
applicable purchase, underwriting or other agreement, and as
contemplated by the Registration Statement, and (c) receipt by the
Company of the consideration therefor, such Common Stock will be
duly and validly issued, fully paid and nonassessable. The Common
Stock covered in the opinion in this paragraph includes any shares
of Common Stock that may be issued upon exercise, conversion or
exchange pursuant to the terms of any other
Securities.
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2.
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With
respect to any Preferred Stock, upon (a) the completion of all
required Corporate Proceedings with respect to the issuance and
terms of such Preferred Stock, (b) the due authorization,
execution, acknowledgment, delivery and filing with, and recording
by, the Nevada Secretary of State of a Certificate of Designation
in respect of such Preferred Stock, (c) the due execution,
registration of issuance and delivery of certificates representing
such Preferred Stock against payment of the purchase price therefor
in accordance with the applicable purchase, underwriting or other
agreement, and as contemplated by the Registration Statement, and
(d) receipt by the Company of the consideration therefor, such
Preferred Stock will be duly and validly issued, fully paid and
nonassessable. The Preferred Stock covered in the opinion in this
paragraph includes any shares of Preferred Stock that may be issued
upon exercise, conversion or exchange pursuant to the terms of any
other Securities.
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3.
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With
respect to any Debt Securities, upon (a) the completion of all
required Corporate Proceedings with respect to the issuance of such
Debt Securities, (b) the due execution, registration of issuance
and delivery of the Debt Securities and the applicable Indenture
relating to the Debt Securities representing such Debt Securities
against payment of the purchase price therefor in accordance with
the applicable purchase, underwriting or other agreement, and as
contemplated by the Registration Statement, and (c) receipt by the
Company of the consideration therefor, such Debt Securities will
constitute valid and binding obligations of the
Company.
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4.
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With
respect to any Warrants, upon (a) the completion of all required
Corporate Proceedings relating to the terms and issuance of the
Warrants, (b) the due authorization, execution and delivery of a
Warrant Agreement, (c) the preparation and due execution and
delivery of the related Warrants against payment of the purchase
price therefor in accordance with the applicable purchase,
underwriting or other agreement, and as contemplated by the
Registration Statement, (d) the due authentication of the related
Warrants by the Warrant Agent, and (e) receipt by the Company of
the consideration therefor, such Warrants will be valid and binding
obligations of the Company. The Warrants covered in the opinion in
this paragraph includes any Warrants that may be issued upon
exercise, conversion or exchange pursuant to the terms of any other
Securities.
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5.
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With
respect to any Rights, upon (a) the completion of all required
Corporate Proceedings relating to the terms and issuance of the
Rights, (b) the due authorization, execution and delivery of a
Rights Agreement against payment of the purchase price therefor in
accordance with the applicable purchase, underwriting or other
agreement, and as contemplated by the Registration Statement, (c)
the shares of Common Stock or Preferred Stock, as the case may be,
underlying such Rights having been deposited with the applicable
rights agent, and (d) receipt by the Company of the consideration
therefor, such Rights Agreement will be a valid and binding
obligation of the Company and the Rights will be valid and binding
obligations of the Company. The Rights covered in the opinion in
this paragraph includes any Rights that may be issued upon
exercise, conversion or exchange pursuant to the terms of any other
Securities.
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6.
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With
respect to any Units, upon (a) the completion of all required
Corporate Proceedings relating to the terms and issuance of the
Units, (b) the due authorization, execution and delivery of a Unit
Agreement against payment of the purchase price therefor in
accordance with the applicable purchase, underwriting or other
agreement, and as contemplated by the Registration Statement, (c)
the Securities underlying such Units having been deposited with the
applicable unit agent, and (d) receipt by the Company of the
consideration therefor such Unit Agreement will be a
valid and binding obligation of the Company and the Units will be
valid and binding obligations of the Company. The Units covered in
the opinion in this paragraph includes any Units that may be issued
upon exercise, conversion or exchange pursuant to the terms of any
other Securities.
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The
opinions set forth above are subject to the following exceptions,
limitations and qualifications: (i) the effect of bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or
other similar laws now or hereafter in effect relating to or
affecting the rights and remedies of creditors; (ii) the effect of
general principles of equity, including without limitation,
concepts of materiality, reasonableness, good faith and fair
dealing and the possible unavailability of specific performance or
injunctive relief, regardless of whether enforcement is considered
in a proceeding in equity or at law, and the discretion of the
court before which any proceeding therefor may be brought; (iii)
the unenforceability under certain circumstances under law or court
decisions of provision providing for the indemnification of, or
contribution to, a party with respect to liability where such
indemnification or contribution is contrary to public policy. We
express no opinion concerning the enforceability of any waiver of
rights or defenses with respect to stay, extension or usury laws.
Our opinion expressed herein is also subject to the qualification
that no term or provision hereof shall be included in: (a) the
Certificate of Designation relating to any series of the Preferred
Stock, (b) the Indenture, (c) the Warrant Agreement, (d) the Unit
Agreement, (e) the Rights Agreement, or (f) any other agreement or
instrument pursuant to which any of the Securities are to be issued
that would affect the validity of such opinion.
Our
opinion is limited to the federal laws of the United States and the
NRS. We express no opinion as to the effect of the law of any other
jurisdiction. Our opinion is rendered as of the date hereof, and we
assume no obligation to advise you of changes in law or fact (or
the effect thereof on the opinions expressed herein) that hereafter
may come to our attention.
We
hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under the
caption “Legal Matters” in the Registration Statement.
In so doing, we do not admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act and
the rules and regulations of the Commission promulgated
thereunder.
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Very
Truly Yours,
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/s/ Lucosky Brookman LLP
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Lucosky
Brookman LLP
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