Form S-1 US NUCLEAR CORP.

Exhibit 5.1

 

 

June 30, 2022

 

VIA EDGAR CORRESPONDENCE

 

US Nuclear Corp.

Attn: Board of Directors

7051 Eton Avenue

Canoga Park, CA 91303

 

Re:    Legal Opinion and Consent

          Registration Statement On Form S-1

          

Dear Members of the Board:

 

Paesano Akkashian Apkarian, P.C. (the “Firm”) has acted as counsel to US Nuclear Corp., a Delaware corporation (the “Company”) in connection with the Registration Statement on Form S-1 (the “Registration Statement”) to be filed with the United States Securities and Exchange Commission (the “Commission”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 28,602,600 shares of the Company’s common stock.

 

In our capacity as legal counsel to the Company, the Firm has participated in corporate proceedings associated with the issuance by the Company of a maximum of 28,602,600 shares of common stock as set out and described in the Registration Statement. The Firm has not been asked to provide a review of the corporate structure, governance or operations associated with any related-party to the Company in connection with the Registration Statement, including but not limited to, those affiliates and subsidiaries disclosed in the Registration Statement, and thus no opinion is incorporated herein.

 

The Firm has examined, amongst other things, originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Company’s Articles of Incorporation, as amended, (iii) the Company’s By-Laws, as amended (iv) applicable resolutions of the Company’s Board of Directors, (v) the books and records of the Company, and (vi) other documents as the Firm has deemed necessary or appropriate for purposes of rendering the opinion set forth herein.

  

The Firm has made certain assumptions in forming its opinion and providing its consent to use this opinion letter as an exhibit to the Registration Statement. The Firm has assumed the legal capacity of all natural persons. It has further assumed the genuineness and authenticity of all signatures (handwritten, electronic or otherwise) and documents produced by the Company, whether such documents were in electronic format, copies or facsimiles.

 

As to those material facts set forth in the Registration Statement that the Firm could not independently establish or verify, the Firm has relied upon statements and representations of directors, officers, advisors and other representatives or agents of the Company. Based upon the foregoing, and based upon the undersigned’s education, experience and training, the Firm opines that:

 

(a) The Company is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware, as amended, including statutory provisions, and all applicable provisions of the Delaware General Corporation Law (“DGCL”) and reported judicial decisions interpreting those laws;

 

(b) The Company has taken all requisite corporate action and all other action recognized as being consistent with standards of proper corporate governance required with respect to the authorization, issuance and sale of common stock issued pursuant to the Registration Statement;

 

 

(c) The 17,602,600 shares of common stock being offered by the Selling Shareholders are duly authorized, validly issued, fully paid and non-assessable, unencumbered and not subject to any actual or threatened litigation, and not subject to any defaults or failures by the Company in filing annual reports with the State of California;

 

(d) The total shares of common stock issued and outstanding in the Company as of the date of this correspondence is 29,414,020 all of which are duly authorized, validly issued, fully paid and non-assessable, unencumbered and not subject to any actual or threatened litigation, and not subject to any defaults or failures by the Company in filing annual reports with the State of Maryland.

 

(e) The 11,000,000 shares of common stock being offered as part of the Company’s transaction with Mast Hill Fund LP are duly authorized, and once issued, shall be validly issued, fully paid and non-assessable.

 

(f) The rights, duties and obligations related to the 28,602,600 shares of common stock being offered in the Registration Statement (i.e. the 17,602,600 Selling Shareholder shares and the 11,000,000 relating to the Mast Hill transaction) are governed by the Articles of Incorporation and Bylaws of the Company, and where necessary, the DGCL; and

 

(g) Questionnaires completed and signed by all officers and directors of the Company are truthful in all respect.

 

Based upon and in reliance upon the foregoing, and after examination of such corporate and other records, certificates and other documents and such matters of law as we have deemed applicable or relevant to this opinion, it is our opinion that the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland, the jurisdiction of its incorporation, and has full corporate power as described in the Registration Statement.

 

The authorized capital stock of the Company consists of 100,000,000 shares of Common Stock, as defined in the Articles of Incorporation, with a par value of $0.0001 per share, of which there are 33,209,000 shares issued and outstanding. The Company is authorized to issue 5,000,000 shares of Preferred Stock, as defined in the Articles of Incorporation. The Company has taken proper corporate action to authorize such authorized capital stock and all the outstanding shares of such capital stock (including the “Shares,” as defined in the Registration Statement), when delivered in the manner and/or on the terms described in the Registration Statement (after it is declared effective), are duly and validly issued, fully paid and non-assessable. The shareholders of the Company have no preemptive rights with respect to the Common Stock.

 

This correspondence is necessary in conjunction with the submission of the Registration Statement, and thus the Board of Directors is hereby authorized to attach it as the Firm’s opinion related to certain representations in the Registration Statement, and to reference the Firm in the Registration Statement. This correspondence, however, does not constitute a waiver of the attorney-client privilege as to unrelated or future matters.

 

I consent to the prospectus discussion of any and all legal opinions disclosed in the Registration Statement. This opinion is being furnished to the Company solely in connection with the Company’s filing of the Registration Statement with the Commission, and the Firm hereby consents to the use of this opinion as an exhibit thereto. In giving such consent, we do not hereby admit that we are included within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder. Please feel free to contact me with any questions.

 

Very truly yours,

PAESANO AKKASHIAN APKARIAN, PC

 

Devin W. Bone

 

 

Exhibit 23.2

  

 

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the inclusion in this Registration Statement on Form S-1 (File number yet to be assigned) of our audit report dated April 15, 2022, with respect to the consolidated balance sheets of US Nuclear Corp. and subsidiaries as of December 31, 2021 and 2020, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for each of the two years then ended, appearing in the Annual Report on Form 10-K for the year ended December 31, 2021. Our report dated April 15, 2022, relating to the aforementioned financial statements, includes an emphasis paragraph relating to substantial doubt to the Company's ability to continue as a going concern.

 

We also consent to the references to us under the heading “Experts” within the Registration Statement.

 

 

 

Fruci & Associates II, PLLC

June 30, 2022

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

FORM S-1 

…………..

(Form Type)

 

US NUCLEAR CORP.

……………………………………………………..

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial effective date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be Paid

Common Stock

Selling Shareholders

17,602,600

$0.16

$2,816,416.00

$261.08

Fees to Be Paid

Common Stock

Shares Associated with Redeemable Warrants

11,000,000

$0.16

$1,760,000.00

$163.15

Fees Previously Paid

Carry Forward Securities

Carry Forward Securities

Total Offering Amounts

$424.23

Total Fees Previously Paid

$0

Total Fee Offsets

$0

Net Fee Due

$424.23

 

 

Table 2: Fee Offset Claims and Sources

 

	Registrant or Filer Name	Form or Filing Type	File Number	Initial Filing Date	Filing Date	Fee Offset Claimed	Security Type Associated with Fee Offset Claimed	Security Title Associated with Fee Offset Claimed	Unsold Securities Associated with Fee Offset Claimed	Unsold Aggregate Offering Amount Associated with Fee Offset Claimed	Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims
Fee Offset Sources

 

Table 3: Combined Prospectuses

 

Security Type	Security Class Title	Amount of Securities Previously Registered	Maximum Aggregate Offering Price of Securities Previously Registered	Form Type	File Number	Initial Effective Date

 

 

 

 

 

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