Exhibit 5.1

 

 

May 29, 2025

 

Cemtrex, Inc.

30-30 47th Avenue

Long Island City, NY 11101

 

We are acting as counsel to Cemtrex, Inc., a Delaware corporation (the “Company”), in connection with its registration statement on Form S-3, as amended (File No. 333-283995) (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to the public offering of 1,250,000 shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company (the “Firm Shares”) pursuant to the Underwriting Agreement, dated as of May 28, 2025, by and between the Company and the underwriter named therein (the “Underwriting Agreement”), as described in the prospectus, dated February 3, 2025 (the “Base Prospectus”), which forms a part of the Registration Statement, as supplemented by the Prospectus Supplement, dated May 29, 2025 (the “Prospectus Supplement,” together with the Base Prospectus, the “Prospectus”). The Company also granted the underwriter an over-allotment option to purchase up to 187,500 shares of Common Stock (the “Option Shares,” together with the Firm Shares, the “Shares”) pursuant to the Underwriting Agreement.

 

This opinion letter is furnished to you at your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

 

For purposes of this opinion letter, we have examined copies of such agreements, instruments and documents as we have deemed an appropriate basis on which to render the opinions hereinafter expressed. In our examination of the aforesaid documents, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the accuracy and completeness of all documents submitted to us, the authenticity of all original documents, and the conformity to authentic original documents of all documents submitted to us as copies (including PDFs). In making our examination of documents, we have assumed that each party to any such document has satisfied those requirements that are applicable to it to the extent necessary to make such document a valid and binding obligation of such party, enforceable against such party in accordance with its terms. We have also assumed the conformity of the physical copies submitted for our examination to the documents filed with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”), except for required EDGAR formatting changes and the absence of any evidence extrinsic to the provisions of the written agreements between the parties that the parties intended a meaning contrary to that expressed by those provisions. As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. This opinion letter is given, and all statements herein are made, in the context of the foregoing.

 

We are attorneys admitted to practice in Nevada. We are familiar with the applicable provisions of the Delaware General Corporation Law, as amended, and reported judicial decisions interpreting those laws, and we have made such inquiries with respect thereto as we consider necessary to render this opinion with respect to a Delaware corporation. The opinions set forth herein are limited to the laws of the State of Nevada, the Delaware General Corporation Law, as amended, and the federal securities laws of the United States of America. We express no opinion herein as to any other statutes, rules or regulations. As used herein, the term “Delaware General Corporation Law, as amended” includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.

 

Based upon, subject to and limited by the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when issued in accordance with the provisions of the Underwriting Agreement, will be validly issued, fully paid and nonassessable.

 

This opinion letter has been prepared for use in connection with the Registration Statement. We assume no obligation to advise of any changes in the foregoing subsequent to the respective effective date of the Registration Statement.

 

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K to be filed with the Securities and Exchange Commission on the date hereof and to the reference to this firm under the caption “Legal Matters” in the Prospectus constituting a part of the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations promulgated thereunder, nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert” as used in the Securities Act.

 

Very truly yours,

 

/s/ The Doney Law Firm  
The Doney Law Firm