Form S-1/A PRECISION OPTICS CORPORA

Exhibit 5.1

 

1314 Main Street, Suite 102 Louisville, CO 80027   Phone: 617-243-0060 Fax: 617-243-0066

 

 

June 23, 2022

 

Precision Optics Corporation, Inc.

22 East Broadway

Gardner, MA 01440

 

Re: Registration Statement on Form S-1

 

To the Members of the Board of Directors:

 

I have acted as counsel for Precision Optics Corporation, Inc., a Massachusetts corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-1 (the “Registration Statement”), pursuant to which the Company is registering under the Securities Act of 1933, as amended, up to 2,500,000 shares of its common stock, par value $0.01 per share (the “Shares”). This opinion is being rendered in connection with the filing of the Registration Statement. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.

 

In connection with this opinion, I have examined the Company’s Articles of Organization, as amended, its Bylaws, and such other records of the corporate proceedings of the Company and certificates of the Company’s officers as I deemed relevant, as well as the Registration Statement and the exhibits thereto.

 

In my examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the originals of such copies.

 

Based on the foregoing, and subject to the limitations set forth below, I am of the opinion that the Shares are duly and validly issued, fully paid and non-assessable shares of the common stock.

 

My opinion is limited to the Massachusetts Business Corporation Act (including the statutory provisions and reported judicial decisions interpreting those laws) and federal securities laws of the United States and I express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or any foreign jurisdiction.

 

I understand that you wish to file this opinion as an exhibit to the Registration Statement, and I hereby consent thereto.

 

Regards,

 

/s/ Amy M. Trombly, Esq.

Amy M. Trombly, Esq.

 

cc:      Dr. Joseph N. Forkey, Chief Executive Officer

Exhibit 23.1

 

 

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

 

 

We consent to the incorporation by reference in this Registration Statement of Precision Optics Corporation, Inc. on Amendment No. 1 to the Form S-1 of our report dated September 28, 2021, relating to the consolidated financial statements of Precision Optics Corporation, Inc. and subsidiaries for the year ended June 30, 2021 included in the Company’s Annual Report on 10-K for the year ended June 30, 2021.

 

 

/s/ Stowe & Degon LLC           

 

June 23, 2022

Westborough, Massachusetts

  

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

S-1
(Form Type)

 

Precision Optics Corporation, Inc.
(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered 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
Fees to Be Paid	Equity	Common Stock, par value $0.01 per share (1)	Rule 457(c)	2,500,000 (2)	$1.96 (3)	$4,900,000 (3)	0.0000927	$454.23
	Total Offering Amounts					$4,900,000		$454.23
	Total Fees Previously Paid							$454.23
	Total Fee Offsets							–
	Net Fee Due							–

 

 

(1)	Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this registration statement shall be deemed to cover additional securities that may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

 

(2)	Shares being registered for the October 4, 2021 transaction.

 

(3)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457 of the Securities Act. The price per share and aggregate offering prices for the shares registered hereby are calculated on the basis of $1.96, which is the average of the high and low prices of the registrant’s common stock as reported on the OTCQB on June 10, 2022.

 

Table 2: Fee Offset Claims and Sources

 

Not applicable.

 

Table 3: Combined Prospectuses

 

Not applicable.

  

 

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Jefferies Starts Nuvalent (NUVL) at Buy, 'Precisely Targeted Oncology Aiming for Firstline Treatment'
• Neurocrine Biosciences (NBIX) and Sentia Medical Sciences Extend Research Collaboration to Discover Novel CRF Peptides
• Serve Robotics (SBOT) Prices 10M Share Offering at $4/sh, Uplists to Nasdaq