Form S-1 Clubhouse Media Group,

 

Exhibit 5.1

 

ANTHONY L.G., PLLC

 

laura aNTHONy, esq JOHN CACOMANOLIS, ESQ* CHAD FRIEND, ESQ, LLM SVETLANA ROVENSKAYA, ESQ**		www.ANTHONYPLLC.com WWW.SECURITIESLAWBLOG.COM WWW.LAWCAST.COM
OF COUNSEL: Jack A. Fattal, esq.*** Jessica Haggard, esq. **** MICHAEL R. GEROE, ESQ, CIPP/US***** CRAIG D. LINDER, ESQ****** PETER P. LINDLEY, ESQ, CPA, MBA john lowy, esq.******* STUART REED, ESQ Harris Tulchin, Esq. ******** MARC S. WOOLF, ESQ		DIRECT E-MAIL: [email protected]

 

*licensed in FL and NY

**licensed in NY and NJ

*** licensed in NY

****licensed in Missouri

*****licensed in CA, DC, MO and NY

******licensed in CA, FL and NY

*******licensed in NY and NJ

********licensed in CA and HI (inactive in HI)

 

December 2, 2021

 

Clubhouse Media Group, Inc.

3651 Lindell Road, D517

Las Vegas, Nevada, 89103

 

Re: Clubhouse Media Group, Inc. Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We have acted as counsel for Clubhouse Media Group, Inc., a Nevada corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”) of 17,098,689 shares of common stock (the “Registered Shares”) offered for resale by those certain selling securityholders named in the Company’s registration statement on Form S-1 (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission on December 2, 2021.

 

We have examined originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies.

 

Subject to and in reliance upon the foregoing, we are of the opinion that the Registered Shares have been validly authorized and are validly issued, fully paid and non-assessable.

 

We express no opinion with regard to the applicability or effect of the law of any jurisdiction other than, as in effect on the date of this letter, (a) the internal laws of the State of Nevada; and (b) the federal laws of the United States.

 

We hereby consent to the filing of this opinion as an exhibit 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 Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 

Sincerely yours,

 

/s/ Laura E. Anthony
Laura E. Anthony,
For the Firm

 

625 N. FLAGLER DRIVE, SUITE 600 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936

● FAX 561-514-0832

 

 

 

Exhibit 21.1

 

List of Subsidiaries of

Clubhouse Media Group, Inc.

 

Entity Name		Place of Organization
West of Hudson Group, Inc.*		Delaware
Doiyen LLC*		California
Clubhouse Studios, LLC*		Delaware
WOH Brands, LLC*		Delaware
DAK Brands, LLC*		Delaware
Digital Influence Inc. (doing business as Magiclytics) *		Wyoming

 

*100% owned subsidiary of Clubhouse Media Group, Inc.

 

 

 

Exhibit 23.1

 

 

802 N Washington St

Spokane, WA 99201

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the inclusion in the Registration Statement on Form S-1 of our report dated March 15, 2021, on the consolidated balance sheet of Clubhouse Media Group, Inc. as of December 31, 2020, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the period from January 2, 2020 (inception) to December 31, 2020, and the related notes to the financial statements. Our report contains an emphasis of matter paragraph regarding substantial doubt as to Clubhouse Media Group, Inc.’s ability to continue as a going concern. We also consent to the reference to our Firm under the heading “Experts” in the Offering Circular, which is part of the Offering Statement.

 

/s/ Fruci & Associates II, PLLC

Spokane, Washington

December 2, 2021

 

 

 

 

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