August
26, 2021
Zivo
Bioscience, Inc.
2804
Orchard Lake Rd., Suite 202
Keego
Harbor, Michigan 48320
Re:
Form S-3
Registration Statement (as defined herein)
Ladies
and Gentlemen:
We have
acted as special Nevada counsel to Zivo Bioscience, Inc., a Nevada
corporation (the “Company”), in connection with the
filing by the Company of a Registration Statement on Form S-3,
dated August 26, 2021 (the “Registration Statement”),
with the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as
amended (the “Act”). The Registration Statement,
including the prospectus that is a part thereof, relates to the
issuance and sale, from time to time, of the following securities
of the Company, in such amounts, at such prices and on such terms
to be determined at the time of the offering (the following,
collectively, the “Securities”):
1.
Shares of the
Company’s Common Stock, par value $0.001 per share
(“Stock”); and
2.
Warrants to
purchase shares of Stock (“Warrants”).
For the
purpose of rendering this opinion, we have examined originals, or
copies certified or otherwise identified to our satisfaction as
being true copies, of such records, documents, instruments and
certificates as, in our judgment, are necessary or appropriate to
enable us to render the opinions set forth below, including, but
not limited to, the following:
A. the Registration
Statement, including the prospectus contained therein;
B. the Articles of
Incorporation and Bylaws of the Company, each as amended to date
(collectively, the “Governing Documents”);
and
C. such corporate
records and proceedings, minutes, consents, actions and resolutions
of the board of directors as we have deemed necessary as a basis
for the opinions expressed below.
Zivo
Bioscience, Inc.
August
26, 2021
Page
2
In our
capacity as such counsel, we are familiar with the proceedings
taken and proposed to be taken by the Company in connection with
the issuance and sale of the Securities, all as referenced in the
Registration Statement. We have made such legal and factual
examinations and inquiries as we have deemed necessary or
appropriate for the purposes of this opinion. We have also
obtained from officers and agents of the Company and from public
officials, and have relied upon, such certificates, representations
and assurances as we have deemed necessary and appropriate for the
purpose of rendering this opinion.
Without
limiting the generality of the foregoing, in our examination, we
have, with your permission, assumed without independent
verification, that (i) no shares of Stock will be issued in
violation or breach of, nor will such issuance result in a default
under, any agreement or instrument that is binding upon the Company
or any requirement or restriction imposed by any governmental or
regulatory authority, body or agency; (ii) the authorization,
issuance and sale of the Securities, including, without limitation,
all corporate action required with respect thereto, will be in
compliance with applicable laws and the Governing Documents as in
effect on the date or dates of such corporate action, issuance or
sale; (iii) each natural person signing a document has or will have
sufficient legal capacity to do so; (iv) all documents submitted to
us as originals are authentic, the signatures on all documents that
we examined are genuine, and all documents submitted to us as
certified, conformed, photostatic, electronic or facsimile copies
conform to the original document; (v) all corporate records made
available to us by the Company and all public records we have
reviewed are accurate and complete; and (xi) at the time the shares
of Stock are issued, there will be sufficient authorized but
unissued Stock available to allow for such issuance.
Nothing
herein shall be deemed an opinion as to the laws of any
jurisdiction other than the state of Nevada. We express no opinion
concerning any securities law or rule.
Based
on the foregoing, and in reliance thereon, we are of the opinion
that:
1. When and to the
extent (a) the board of directors of the Company or an authorized
and duly formed committee thereof (collectively, the “Board
of Directors”) has taken all necessary corporate action to
authorize and approve the issuance and sale of Warrants (the
“Offered Warrants”) (b) the Company has received
payment in full of such consideration as has been fixed by the
Board of Directors, the Offered Warrants will be duly authorized,
validly issued, fully paid and non-assessable.
2. When and to the
extent (a) the Board of Directors has taken all necessary corporate
action to authorize and approve the issuance and sale of shares of
Stock, including, without limitation, shares of Stock issuable upon
the due and proper exercise of Warrants (collectively, the
“Offered Stock”), (b) the stock certificates of the
Company representing the shares of Offered Stock have been signed
by an authorized officer of the Company or authorized transfer
agent and registrar for the Offered Common Stock, and have been
duly registered by such authorized transfer agent and registrar,
and thereafter have been delivered to the subscribers for or
purchasers of such Offered Stock; and (c) the Company has received
payment in full, including, without limitation, by exchange or by
payment of all exercise prices or pursuant to any deferred payment
arrangements, of such consideration per share of Offered Stock as
has been prescribed by any Warrant or as otherwise fixed by the
Board of Directors, such shares of Offered Stock will be duly
authorized, validly issued, fully paid and
non-assessable.
Zivo
Bioscience, Inc.
August
26, 2021
Page
3
This
opinion is issued in the State of Nevada. By issuing this opinion,
Fennemore Craig, P.C. (i) shall not be deemed to be transacting
business in any other state or jurisdiction other than the State of
Nevada and (ii) does not consent to the jurisdiction of any state
other than the State of Nevada. Any claim or cause of action
arising out of the opinions expressed herein must be brought in the
State of Nevada. Your acceptance of this opinion shall constitute
your agreement to the foregoing.
We
consent to your filing this opinion as an exhibit to the
Registration Statement and to the reference to our firm contained
under the heading “Legal Matters.” We further consent
to the incorporation by reference of this opinion and consent in
any registration statement filed pursuant to Rule 462(b) under the
Act with respect to the Securities. In giving these consents,
we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act, the rules and
regulations of the Commission promulgated thereunder, or Item 509
of Regulation S-K. This opinion letter is rendered as of the
date first written above and we disclaim any obligation to advise
you of facts, circumstances, events or developments which hereafter
may be brought to our attention and which may alter, affect or
modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters
relating to the Company or the Securities.
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Very
truly yours,
Fennemore Craig, P.C.
/s/ Fennemore Craig, P.C.
Craig
Etem
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