Published on November 12, 2013
EXHIBIT 5.1
Davidoff Hutcher & Citron LLP
605 Third Avenue, 34 th Floor
New York, NY 10158
November 12, 2013
Sysorex Global Holdings Corp.
3375 Scott Blvd., Suite 440
Santa Clara, CA 95054
Re:
Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to Sysorex Global Holdings Corp., a Nevada corporation (the Company), in connection with the preparation and filing with the Securities and Exchange Commission (the Commission), under the Securities Act of 1933, as amended (the Act), of a Registration Statement on Form S-1 (File No. 333-191648), initially filed with the Commission on October 9, 2013 (the Registration Statement). The Registration Statement registers the offering and sale by the Company (the Offering) of up to 4,600,000 shares (the Offered Shares) of common stock, par value $0.001 per share (the Common Stock), as well as 138,000 shares of Common Stock (the Warrant Shares) underlying a warrant (the Warrant) to be issued to Wellington Shields & Co., the Companys underwriter in the Offering. The Offered Shares, the Warrant, and the Warrant Shares are collectively referred to as the Securities.
This opinion letter (the Opinion Letter) is being rendered in accordance with the requirements of Item 16(a) of Form S-1 and Item 601(b)(5)(i) of Regulation S-K in connection with the filing of the Registration Statement. Unless otherwise indicated, capitalized terms used herein shall have the meanings ascribed thereto in the Registration Statement.
In connection with this Opinion Letter, we have reviewed originals or copies (certified or otherwise identified to our satisfaction) of the Companys Articles of Incorporation, as amended, the Companys Bylaws, resolutions adopted by the Companys Board of Directors, the Registration Statement, the exhibits to the Registration Statement, and such other records, documents, statutes and decisions, and such certificates or comparable documents of public officials and of officers, directors, and representatives of the Company, and have made such inquiries of such officers, directors, and representatives, as we have deemed relevant in rendering this Opinion Letter.
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 photostatic copies and the authenticity of the originals of such latter documents.
The opinions expressed herein are limited to the laws of the State of New York, the general corporate laws of the State of Nevada, and Federal law of the United States of America, including the statutory provisions, and applicable provisions of the Nevada Constitution, Nevada Revised Statutes, and the reported judicial decisions interpreting those laws and to Federal law of the United States of America currently in effect.
Based upon and subject to the foregoing, we are of the opinion that:
·
The Company is validly existing and has the power to create the Warrant and issue the Securities, and the Securities have been duly authorized for issuance by all necessary corporate action by the Company;
·
the Offered Shares, when issued and sold by the Company in accordance with and in the manner described in the Registration Statement, will be validly issued, fully paid and non-assessable;
·
the Warrant, when executed and delivered by the Company in accordance with and in the manner described in the Registration Statement, will be validly issued and will constitute a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors rights generally and equitable principles of general applicability; and
·
upon the exercise and payment of the Warrant as described in the Registration Statement, the Warrant Shares will be validly issued, fully paid and non-assessable.
We consent to the filing of this Opinion Letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the heading Legal Matters in the prospectus which is part of the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K.
The opinions expressed in this Opinion Letter are limited solely to the matters expressly set forth above. No other opinions are intended, nor should any other opinion be inferred herefrom.
Very truly yours,
DAVIDOFF HUTCHER & CITRON LLP
/s/Elliot H. Lutzker
Elliot H. Lutzker, Partner