EXHIBIT 5.2
Jolie Kahn, Esq.
12 E. 49th Street, 11th floor
New York, NY 10017
January 16, 2024
Genius Group Limited
8 AMOY STREET #01-01
SINGAPORE U0 049950
Ladies and Gentlemen:
We have acted as counsel to Genius Group Limited., a Singapore corporation (the “Company”), in connection with the Company’s registration statement on Form F-1, as amended (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the (i) issuance to the placement agent (or its designees) warrants to purchase 1,035,714 ordinary shares of the Company (the “Placement Agent Warrants”), and (ii) issuance and sale of up to 23,571,429 Series 1 units with each Series 1 unit consisting of one ordinary share and one Series 2024-A warrant to purchase one ordinary share (the “Series 2024-A Warrants”) and one Series 2024-C warrant to purchase one ordinary share (the “Series 2024-C Warrants”). The Company has also offered to those purchasers, whose purchase of Series 1 units in in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of the Company’s outstanding ordinary shares following the consummation of this offering, the opportunity to purchase, if such purchaser so chooses, to purchase, in lieu of some or all Series 1 units, up to 23,571,429 Series 2 units. Each Series 2 unit will consist of one pre-funded Series 2024-B warrant to purchase one ordinary share (the “Series 2024-B Warrants”; and with the Series 2024-A Warrants and the Series 2024-C Warrants, the “Investor Warrants”) and one Series 2024-A Warrant and one Series C Warrant. The Series 1 units and the Series 2 units are to be sold by the Company pursuant to (i) a Securities Purchase Agreement (the “Purchase Agreement”) entered into by and between the Company and each of the purchasers signatory thereto, the form of which is filed as Exhibit 10.20 to the Registration Statement or the 2023 loan agreement between the Company and Roger Hamilton, its Chief Executive Officer (the “Loan Agreement”), and (ii) the Placement Agent Warrants are being issued pursuant to an engagement agreement by and between the Company and the placement agent, as amended to date (the “Engagement Agreement”), a copy of which was filed as Exhibit 1.1 to the Registration Statement.
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, including the form of prospectus included therein and the documents incorporated by reference therein, (ii) the Constitution of the Company, as amended to date, and a Certificate Confirming Incorporation of the Company, (iii) the Engagement Agreement, the form of Purchase Agreement, the form of Placement Agent Warrant and the forms of Investor Warrants, and (iv) certain resolutions of the Board of Directors of the Company. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such other documents, certificates and records as we have deemed necessary or appropriate, and we have made such investigations of law as we have deemed appropriate as a basis for the opinions expressed below.
In rendering the opinions expressed below, we have assumed and have not verified (i) the genuineness of the )signatures on all documents that I have examined, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents supplied to us as originals and (iv) the conformity to the authentic originals of all documents supplied to us as certified or photostatic or faxed copies.
| | 1. | Based upon and subject to the foregoing and subject also to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that:the Series 1 units and the Series 2 units have been duly authorized for issuance, and, when issued, delivered and paid for in accordance with the terms of the Securities Purchase Agreement or the Loan Agreement as applicable, will be validly issued and will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and equitable principles of general applicability; |
| | 2. | the Investor Warrants have been duly and validly authorized, and when issued and sold in accordance with the terms and conditions of the Purchase Agreement or Loan Agreement, as applicable, such Investor Warrants will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and equitable principles of general applicability; and |
| | 3. | the Placement Agent Warrants have been duly and validly authorized, and when issued in accordance with the terms and conditions of the Engagement Agreement, such Placement Agent Warrants will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and equitable principles of general applicability. |
We express no opinion other than as to the federal laws of the United States of America and the laws of New York State. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to this firm under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving this consent, we do not admit that we are “experts” under the Securities Act or under the rules and regulations of the Commission relating thereto with respect to any part of the Registration Statement.
Very truly yours,
