Exhibit 5.1
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Loeb & Loeb
LLP
345 Park Avenue
New York, NY 10154
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Main 212.407.4000
Fax 212.407.4990
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August 14, 2018
iFresh Inc.
2-39 54th Avenue
Long Island City, NY 11101
Re:
iFresh Inc.
Ladies and Gentlemen:
Reference is made to
the registration statement on Form S-3 (File No. 333-224141) (the “Registration Statement”) filed by iFresh Inc., a
Delaware corporation (the “
Company
”), with the Securities and Exchange Commission (the “
Commission
”)
under the Securities Act of 1933, as amended (the “
Act
”), which Registration Statement was declared effective
by the Commission on April 25, 2018. We are rendering this opinion in connection with the prospectus supplement dated August 10,
2018 by the Company with the Commission pursuant to Rule 424 under the Act (the “
Prospectus Supplement
”). The
Prospectus Supplement relates to the offering and sale by the Company of 15,000 shares of the Company’s common stock, $0.0001
par value per share (the “
Shares
”). The Shares will be issued pursuant to a Consulting Agreement dated August
13, 2018 by and among the Company and the purchaser named therein (the “
Purchase Agreement
”). We understand
that the Shares are to be offered and sold in the manner described in the Registration Statement and the Prospectus Supplement.
We have acted as securities counsel for the
Company in connection with the preparation of the Registration Statement and Prospectus Supplement. In connection therewith, we
have reviewed (a) the Registration Statement; (b) the Prospectus Supplement; (c) the Purchase Agreement (d) the Company’s
Articles of Incorporation, as amended; and (e) the Company's Bylaws..
In rendering our opinions set forth below,
we have reviewed such corporate documents and records of the Company, such certificates of public officials and such other matters
as we have deemed necessary or appropriate for purposes of this opinion letter. As to facts material to the opinions expressed
herein, we have relied upon oral and written statements and representations of officers and other representatives of the Company.
We also have assumed (a) the authenticity of all documents submitted to us as originals; (b) the conformity to the originals of
all documents submitted to us as copies; (c) the genuineness of all signatures; (d) the legal capacity of natural persons; and
(e) the truth, accuracy and completeness of the information, factual matters, representations and warranties contained in all of
such documents.
Based upon such examination, and subject to
the further assumptions, qualifications and limitations contained herein, it is our opinion that the Shares have been duly authorized
and, when such Shares are issued and paid for in accordance with the terms of the Purchase Agreement and the Prospectus Supplement,
will be validly issued, fully paid and non-assessable.
The foregoing opinions are limited to the statutory
provisions of Delaware corporate law, including the rules and regulations underlying those provisions, all applicable provisions
of the Delaware Constitution and all applicable judicial and regulatory determinations, and applicable federal laws of the United
States of America, and we express no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign. We are
not rendering any opinion as to compliance with any federal or state antifraud law, rule, or regulation relating to securities,
or to the sale or issuance thereof.
We hereby consent to the filing of this opinion
letter with the Commission an exhibit to the Current Report on Form 8-K to be filed by the Company in connection with the issuance
and sale of the Shares in accordance with the requirements of Item 601(b)(5) of Regulation S−K under the Securities Act and
to the reference to our firm in the Prospectus Supplement under the caption “Legal Matters.” In giving such consent,
we do not thereby admit that this firm is within the category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Loeb & Loeb LLP
Loeb & Loeb LLP
Exhibit 10.1
CONSULTING AGREEMENT
This
Consulting Agreement (the “Agreement”) is made and entered into to be effective as of August 9, 2018 (the “Effective
Date”) by and between iFresh Inc. (IFMK) located at 2-39 54
th
Avenue, Long Island City, NY 11101 (the “Company”)
and Horowitz and Rubenstein, LLC located at 200 South Service Road, Suite 100, Roslyn Heights, NY 11577 (the “Consultant”).
WHEREAS:
A.
The Consultant has the professional business and financial expertise and experience to assist the Company, and
B.
The Consultant is offering its services as a consultant to the Company; and
C.
The Company desires to retain the Consultant as an independent consultant and to memorialize the Consultant’s work for the
Company by entering into this written Agreement.
D.
The parties agree that this Agreement reflects the entire understanding and agreements between the parties hereto.
NOW,
THEREFORE
, in consideration of the premises and promises, warranties and representations herein contained, it is agreed as
follows:
1.
DUTIES
.
The Company hereby engages the Consultant and the Consultant hereby accepts engagement as a consultant. It is understood and
agreed, and it is the express intention of the parties to this Agreement, that the Consultant is an independent contractor,
and not an employee or agent of the Company for any purpose whatsoever. Consultant shall perform all duties and obligations
as described on Exhibit A hereto and agrees to be available at such times as may be scheduled by the Company. It is
understood, however, that the Consultant will maintain Consultant’s own business in addition to providing services to
the Company. The Consultant agrees to promptly perform all services required of the Consultant hereunder in an efficient,
professional, trustworthy and businesslike manner. A description of the Consultant’s services are attached hereto
as
Exhibit A
and incorporated by reference herein. In such capacity, Consultant will utilize only materials,
reports, financial information or other documentation that is approved in writing in advance by the Company.
2.
CONSULTING
SERVICES & COMPENSATION
. Commencing on the Effective Date, the Consultant will be retained as a Consultant and
independent contractor by and for the Company. For services rendered hereunder, the Consultant shall receive:
(a)
Consultant receives an aggregate of fifteen thousand (15,000) registered, free trading shares of the Company’s common stock
(the “Shares”) to be issued upon signing of this Agreement. The Company represents that these shares shall be delivered
with prospectus pursuant to its approved and effective S-3 registration statement.
(b)
Cash compensation of fifteen thousand dollars ($15,000.00)
3.
CONFIDENTIALITY
. All knowledge and information of a proprietary and confidential nature relating to the Company which the
Consultant obtains during the Consulting period, from the Company or the Company’s employees, agents or Consultants shall
be for all purposes regarded and treated as strictly confidential for so long as such information remains proprietary and confidential
and shall be held in trust by the Consultant solely for the Company’s benefit and use and shall not be directly or indirectly
disclosed by the Consultant to any person without the prior written consent of the Company, which consent may be withhold by the
Company in its sole discretion.
4.
INDEPENDENT
CONTRACTOR STATUS
. Consultant understands that since the Consultant is not an employee of the Company, the Company will not
withhold income taxes or pay any employee taxes on its behalf, nor will it receive any fringe benefits. The Consultant shall not
have any authority to assume or create any obligations, express or implied, on behalf of the Company and shall have no authority
to represent the Company as agent, employee or in any other capacity that as herein provided. The Consultant does hereby indemnify
and hold harmless the Company from and against any and all claims, liabilities, demands, losses or expenses incurred by the Company
if 1) the Consultant fails to pay any applicable income and/or employment taxes (including interest or penalties of whatever nature),
in any amount, relating to the Consultant’s rendering of consulting services to the Company, including any attorney’s
fees or costs to the prevailing party to enforce this indemnity or (2) Consultant takes any action or fails to take any action
in accordance with the Company’s instructions. The Consultant shall be responsible for obtaining workers’ compensation
insurance coverage and agrees to indemnify, defend and hold the Company harmless of and from any and all claims arising out of
any injury, disability or death of the Consultant.
5.
REPRESENTATIONS
AND WARRANTIES
. For purposes of this Agreement and the Shares, the Consultant represents and warrants as follows:
(a)
The Consultant (i) has adequate means of providing for the Consultant’s current needs and possible personal contingencies,
(ii) is acquiring the Shares for investment and not with a view to their distribution and has no need for liquidity in this
investment, (iii) is able to bear the substantial economic risks of an investment in the Shares for an indefinite period,
(iv) at the present time, can afford a complete loss of such investment, and (v) is an “accredited investor”
as defined in the Securities Act of 1933, as amended.
(b)
The Consultant has a preexisting personal or business relationship with the Company or any of its directors or executive officers,
or by reason of any business or financial experience or the business or financial experience of any professional advisors who are
unaffiliated with and who are compensated by the Company or any affiliate or selling agent of the Company, directly or indirectly,
could be reasonably assumed to have the capacity to protect the Consultant’s interests in connection with the investment
in the Company.
(c)
The Consultant is aware that:
(i)
The Shares are transferable under this Agreement and applicable securities laws based upon the effective S-3 registration statement
on file with the Securities Exchange Commission (“SEC”); and
(ii)
The Articles of Incorporation and Bylaws of the Company contain provisions that limit or eliminate the personal liability of the
officers, directors and agents of the Company and indemnify such parties for certain damages relating to the Company, including
damages in connection with the Shares and the good-faith management and operation of the Company.
(d)
The Consultant acknowledges that the Shares are currently registered under an effective S-3 registration statement on file with
the Securities and Exchange Commission (“SEC”). The Company represents that it shall take such steps as are necessary
to ensure that the registration statement remains effective throughout the period of this Agreement and any extensions thereof
and with respect to any further shares or warrants granted to Consultant.
(e)
The Consultant has not been furnished any offering literature and has not been otherwise solicited by the Company.
(f)
The Company and its officers, directors and agents have answered all inquiries that the Consultant has made of them concerning
the Company or any other matters relating to the formation, operation and proposed operation of the Company and the offering and
sale of the Shares.
(g)
The Consultant, if a corporation, partnership, trust or other entity, is duly organized and in good standing in the state or country
of its incorporation and is authorized and otherwise duly qualified to purchase and hold the Shares. Such entity has its principal
place for business as set forth on the signature page hereof and has not been formed for the specific purpose of acquiring the
Shares unless all of its equity owners qualify as accredited individual investors.
(h)
All information that the Consultant has provided to the Company concerning the Consultant, the Consultant’s financial position
and the Consultant’s knowledge of financial and business matters, or, in the case of a corporation, partnership, trust or
other entity, the knowledge of financial and business matters of the person making the investment decision on behalf of such entity,
including all information contained herein, is correct and complete as of the date set forth at the end hereof and may be relied
upon, and if there should be any material adverse change in such information prior to this subscription being accepted, the Consultant
will immediately provide the Company with such information.
(i)
The Consultant certifies, under penalties of perjury (i) that the taxpayer identification number shown on the signature page
of this Agreement is true, correct and complete, and (ii) that the Consultant is not subject to backup withholding as a result
of a failure to report all interest or dividends, or because the Internal Revenue Service has notified the Consultant that the
Consultant is no longer subject to backup withholding.
(j)
In rendering the services hereunder and in connection with the Shares, the Consultant agrees to comply with all applicable federal
and state securities laws, the rules and regulations thereunder, the rules and regulations of any exchange or quotation service
on which the Company’s securities are listed and the rules and regulations of the Financial Industry Regulatory Authority.
6.
TERM
.
The term of this agreement shall be for 3 months.
7.
NO
THIRD PARTY RIGHTS
. The parties warrant and represent that they are authorized to enter into this Agreement and that no third
parties, other than the parties hereto, have any interest in any of the services or the Shares contemplated hereby.
8.
ABSENCE
OF WARRANTIES AND REPRESENTATIONS
. Each party hereto acknowledges that they have signed this Agreement without having relied
upon or being induced by any agreement, warranty or representation of fact or opinion of any person not expressly set forth herein.
All representations and warranties of either party contained herein shall survive its signing and delivery.
9.
GOVERNING
LAW
. This Agreement shall be governed by and construed in accordance with the law of the State of New York.
10.
ATTORNEY’S
FEES
. In the event of any controversy, claim or dispute between the parties hereto, arising out of or in any manner relating
to this Agreement, including an attempt to rescind or set aside, the prevailing party in any action brought to settle such controversy,
claim or dispute shall be entitled to recover reasonable attorney’s fees and costs.
11.
ARBITRATION
.
Any controversy between the parties regarding the construction or application of this Agreement, any claim arising out of this
Agreement or its breach, shall be submitted to arbitration in New York City, NY before one arbitrator in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, upon the written request of one party after service of that request
on the other party. The cost of arbitration shall be borne by the losing party. The arbitrator is also authorized to award attorney’s
fees to the prevailing party.
12.
VALIDITY
.
If any paragraph, sentence, term or provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity
or unenforceability shall not affect the validity enforceability of any other paragraph, sentence, term and provision hereof. To
the extent required, any paragraph, sentence, term or provision of this Agreement may be modified by the parties hereto by written
amendment to preserve its validity.
13.
ON-DISCLOSURE
OF TERMS
. The terms of this Agreement shall be kept confidential, and no party, representative, attorney or family member shall
reveal its contents to any third party except as required by law or as necessary to comply with law or preexisting contractual
commitments.
14.
ENTIRE
AGREEMENT
. This Agreement contains the entire understanding of the parties and cannot be altered or amended except by an amendment
duly executed by all parties hereto. This Agreement shall be binding upon and inure to the benefit of the successors, assigns and
personal representatives of the parties.
IN WITNESS WHEREOF,
the parties hereto have executed this Agreement effective as of the date first written above.
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IFresh Inc.
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Horowitz and Rubenstein, LLC
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Xin He, CFO
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Steven A. Horowitz, Member
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EXHIBIT A
DESCRIPTION
OF CONSULTING SERVICES
The Consultant
agrees, to the extent reasonably required in the conduct of its business with the Company, to place at the disposal of the Company
its judgment and experience and to provide business development, merger and acquisition guidance and advisory services, tax planning
and reorganization services to the Company including, but not limited, to, the following:
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(i)
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review the Company’s financial requirements and structure;
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(ii)
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analyze and assess alternatives for the Company’s financial requirements and strategic partnership opportunities;
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(iii)
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provide introductions to professional analysts and money managers;
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(iv)
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assist the Company in financing arrangement to be determined and governed by separate and distinct financing agreements and investors;
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(v)
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provide analysis of the Company’s industry and competitors in the form of general industry reports provided directly to Company;
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(vi)
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assist the Company in developing corporate partnering relationships; and
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(vii)
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provide a weekly status report via e-mail detailing names, contact information and feedback.
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