EXHIBIT 5.1

 

 

    7800 Rancharrah Parkway

    Reno, NV 89511

    PH (775) 788-2200 | FX (775) 786-1177

    fennemorecraig.com

 

March 22, 2023

 

Zivo Bioscience, Inc.

21 East Long Lake Road, Suite 100

Bloomfield Hills, Michigan 84304

 

 

Re:

Registration on Form S-1 for Zivo Bioscience, Inc.

 

Ladies and Gentlemen:

 

We are acting as special Nevada counsel for Zivo Bioscience, Inc., a Nevada corporation (the “Company”), in connection with the registration of additional securities of the Company under a Registration Statement on Form S-1, defined below, under the Securities Act of 1933, as amended (the “Act”). The S-1 relates to the proposed issuance (collectively, the “Offering”) of up to: $15,000,000 of units of Company securities (“Units”), with each Unit consisting of: (A) either (i) one share (the “Offered Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) or (ii) a pre-funded warrant to purchase one share of the Company’s Common Stock; and (B) a warrant to purchase one share of the Company’s Common Stock; together with the shares of the Company’s Common Stock to be issued upon exercise of the Warrants (the “Warrant Shares”) or the Pre-Funded Warrants (the “Pre-Funded Warrant Shares”).

 

We have examined originals or copies of each of the documents listed below:

 

1. The Articles of Incorporation of the Company, as amended, as certified by an officer of the Company;

 

2. The Second Amended and Restated Bylaws of the Company, as certified by an officer of the Company;

 

3. The forms of the securities purchase agreement (the “SPA”);

 

4. The forms of the common stock purchase warrant (the “Warrants”);

 

5. The forms of the pre-funded common stock purchase warrant (the “Pre-Funded Warrants”);

 

6. Resolutions of the Board of Directors of the Company (the “Board”), dated as of March 20, 2023, relating to the registration and issuance of the Offered Shares, the Warrants, and the Pre-Funded Warrants, as certified by an officer of the Company (collectively, the “Resolutions”); and

 

 

 

 

 

Zivo Bioscience, Inc.

Re:       Registration of Common Stock, Warrant, and Pre-Funded Warrant

March 22, 2023

Page 2

  

7. The Registration Statement on Form S-1 to be filed by the Company with the Securities and Exchange Commission (“SEC”) on March 22, 2023 (the “Registration Statement”).

 

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.

 

Without limiting the generality of the foregoing, in our examination, we have, with your permission, assumed without independent verification, that (i) 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; and (ii) all corporate records made available to us by the Company and all public records we have reviewed are accurate and complete.

 

We have assumed that the Board will reserve, and the Company will continue to maintain reserved prior to the issuance of any Units, a sufficient number of its duly authorized, but unissued, shares of the Company’s Common Stock as is necessary to provide for the issuance of the Offered Shares, the Warrant Shares, and the Pre-Funded Warrant Shares.

 

Based on the foregoing, and subject to the qualifications, exceptions, and limitations set forth herein it is our opinion that:

 

1. Issuance of the Offered Shares has been duly authorized by the Company and, when issued and paid for in accordance with the terms of the Registration Statement, the SPA,the Resolutions, and the duly adopted resolutions of the Board setting the price per Unit, the Offered Shares will be validly issued, fully paid and nonassessable.

 

2. Issuance of the Warrants has been duly authorized by the Company and, when issued and paid for in accordance with the terms of the Registration Statement, the SPA, and duly adopted resolutions of the Board setting the price per Unit, the Warrants will be validly issued.

 

3. Issuance of the Pre-Funded Warrants has been duly authorized by the Company and, when issued and paid for in accordance with the terms of the Registration Statement, the SPA, and duly adopted resolutions of the Board setting the price per Unit, the Pre-Funded Warrants will be validly issued.

 

 

 

 

 

Zivo Bioscience, Inc.

Re:       Registration of Common Stock, Warrant, and Pre-Funded Warrant

March 22, 2023

Page 3

   

4. Issuance of the Warrant Shares has been duly authorized by the Company and, when issued and paid for in accordance with the respective Warrant, the Warrant Shares will be validly issued, fully paid and nonassessable.

 

5. Issuance of the Pre-Funded Warrant Shares has been duly authorized by the Company and, when issued and paid for in accordance with the respective Pre-Funded Warrant, the Pre-Funded Warrant Shares will be validly issued, fully paid and nonassessable.

 

We express no opinion as to the laws of any jurisdiction other than the laws of the State of Nevada. The opinions expressed above concern only the effect of the laws (excluding the principles of conflict of laws) of the State of Nevada currently in effect. We assume no obligation to supplement this opinion if any applicable laws change after the date of this opinion, or if we become aware of any facts that might change the opinions expressed above after the date of this opinion.

 

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 of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement. 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 Securities and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K. The opinions expressed in this letter are rendered as of the date hereof, and we express no opinion as to circumstances or events that may occur subsequent to such date. 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, the Offered Shares, the Warrants, the Warrant Shares, the Pre-Funded Warrant, or the Pre-Funded Warrant Shares.

 

 

Very truly yours,

 

 

 

/s/ FENNEMORE CRAIG, P.C.

CETE/Dlew