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2020
West El Camino Avenue, Suite 700
Sacramento,
California 95833
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February
13, 2019
Board
of Directors
Flux
Power Holdings, Inc.
985
Poinsettia Avenue, Suite A
Vista,
CA 92081
Re:
Common Stock of
Flux Power Holdings, Inc.
Registration
Statement On Form S-8
Dear
Gentlemen:
We have
acted as counsel to Flux Power Holdings, Inc. a Nevada corporation
(the “Company”), in connection with the registration of
13,842,523 shares of the Company’s Common Stock (the
“Shares”) under the Securities Act of 1933, as amended
(the “Securities Act”), which will be offered pursuant
to the (i) Flux Power, Inc. 2010 Stock Plan, (ii) July 30, 2013
Non-Qualified Stock Option Agreement for Ronald Dutt, (iii) July
30, 2013 Non-Qualified Stock Option Agreement for four (4)
employees of the Company, (iv) March 13, 2014 Non-Qualified Stock
Option Agreement for Chris Anthony, (v) March 13, 2014
Non-Qualified Stock Option Agreement for Michael Johnson, (vi)
March 13, 2014 Non-Qualified Stock Option Agreement for James
Gevarges, and (vii) Flux Power Holdings, Inc. 2014 Equity Incentive
Plan, as amended, all further described in the Company’s
registration statement on Form S-8 filed under the Securities Act
(the “Registration Statement”).
For the
purpose of rendering this opinion, we examined originals or copies
of such documents as we deemed to be relevant. In conducting our
examination, we assumed without investigation, the genuineness of
all signatures, the correctness of all certificates, the
authenticity of all documents submitted to us as originals, the
conformity to all original documents of all documents submitted as
certified or photostatic copies, and the authenticity of the
originals of such copies, and the accuracy and completeness of all
records made available to us by the Company. In addition, in
rendering this opinion, we assume that the Shares will be offered
in the manner and on the terms identified or referred to in the
Registration Statement, including all amendments
thereto.
Our
opinion is limited solely to matters set forth herein. We express
no opinion as to the law of any other jurisdiction other than the
laws of the State of Nevada and the laws of the United
States.
Based
upon and subject to the foregoing, after giving due regard to such
issues of law as we deemed relevant, and assuming that (i) the
Registration Statement becomes and remains effective, and the
prospectus which is part thereof (the “Prospectus”),
and the Prospectus delivery procedures with respect thereto,
fulfill all of the requirements of the Securities and Exchange Act
of 1933, as amended, throughout all periods relevant to the
opinion, and (ii) all offers and sales of the Shares have been and
will be made in compliance with the securities laws of the states,
having jurisdiction thereof, we are of the opinion that the Shares
to be issued upon the exercise of stock options for adequate
consideration will be, validly issued, fully paid, and
nonassessable.
We
hereby consent in writing to the use of our opinion as an exhibit
to the Registration Statement and any amendment thereto. By giving
such consent, we do not thereby admit that we come within the
category of persons where consent is required under Section 7 of
the Securities Act or the rules and regulations of the Securities
and Exchange Commission.
Sincerely,
/s/ Lewis Brisbois Bisgaard & Smith LLP
LEWIS
BRISBOIS BISGAARD & SMITH LLP
ARIZONA
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