Louis A. Brilleman, P.C.
Avenue of the Americas, 9th Floor
New York, NY 10036
January 23, 2020
Coda Octopus Group, Inc.
3300 S Hiawassee Rd., Suite 104-105
Orlando, Florida 32835
Ladies and Gentlemen:
We have acted as counsel for Coda Octopus Group, Inc., a Delaware corporation (the “Company”), in connection with the registration for resale by the selling stockholders listed in the prospectus included as part of the Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) of 2,284,230 shares common stock of the Company, par value $0.01 per share (the “Shares”).
In connection with the opinions expressed herein, we have examined and relied upon copies of such documents, records, instruments, agreements, and matters of law as we have deemed relevant or necessary for purposes of this opinion, including, without limitation, (i) the Registration Statement, (ii) the Company’s Restated Certificate of Incorporation, (iii) the Bylaws of the Company, and (iv) records of meetings and consents of the Board of Directors (the “Board”) of the Company provided to us by the Company. With respect to such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have to the extent deemed appropriate, relied upon certain representations of certain officers of the Company. We are opining solely on all applicable statutory provisions of the General Corporation Law of the State of Delaware, including the rules and regulations underlying those provisions.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and are validly issued, fully paid, and nonassessable.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. 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 Shares, or the Registration Statement. This opinion is given as of the date hereof, and we disclaim any undertaking to advise you of subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law. We bring to your attention that our legal opinions are an expression of professional judgment and are not a guarantee of result.
|Very truly yours,|
|/s/ Louis A. Brilleman|