The
Chrysler Building
405
Lexington Avenue, 26th Floor
New
York, New York 10174
Telephone
(212) 907-6457
www.gracinmarlow.com
September 18,
2017
The
Board of Directors
Youngevity
International, Inc.
2400
Boswell Road
Chula
Vista, California 91914
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Re:
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Youngevity International, Inc. Form S-3
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Gentlemen:
We have acted as U.S. securities counsel to
Youngevity International, Inc., a Delaware corporation (the
“Company”),
in connection with the preparation and filing with the Securities
and Exchange Commission (the “Commission”)
under the Securities Act of 1933, as amended (the
“Securities
Act”), of a Registration
Statement on Form S-3 (the “Registration
Statement”), relating to
an aggregate of 4,167,475 shares (the “Shares”)
of the Company’s common stock, par value $0.001 per share
(the “Common
Stock”),
consisting of 1,577,033 shares of Common Stock (the
“Convertible Shares”) issuable upon conversion of
certain convertible promissory notes (the “Notes”) and 2,590,442
shares of Common Stock (the “Warrant Shares”) issuable
upon exercise of certain warrants (the “Warrants”).
In
rendering the opinion set forth herein, we have examined originals
or copies, certified or otherwise identified to our satisfaction,
of such documents, corporate records, certificates of public
officials and other instruments as we have deemed necessary or
advisable for the purposes of rendering this opinion and we are
familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization, issuance and sale of
the Shares and the Notes.
In
such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity
of all items submitted to us as originals, the conformity with
originals of all items submitted to us as copies, and the
authenticity of the originals of such copies. As to any facts
material to the opinions expressed herein that we did not
independently establish or verify, we have relied upon statements
and representations of officers and other representatives of the
Company and public officials.
Based upon and subject to the foregoing, we are of
the opinion that, when the Registration Statement has been
declared effective by the Commission the Shares (which includes both the Convertible
Shares and the Warrant Shares), when issued and paid for in
accordance with the terms of the Notes and/or the Warrants, as the
case may be, will be validly issued, fully paid and non-assessable.
We express no opinion as to matters governed by any laws other than
the General Corporation Law of the State of Delaware (including all
related provisions of the Delaware Constitution and all reported
judicial decisions interpreting the General Corporation Law of the
State of Delaware and the Delaware Constitution), the State of New
York and the federal laws of the United States of America, as in
effect on the date hereof.
We
consent to the inclusion of this opinion as an exhibit to the
Registration Statement and further consent to all references to us
under the caption “Legal Matters” in the Registration
Statement. In giving this consent, we do not 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 of the
Commission.
This
opinion is delivered solely in connection with the consummation of
the transactions described herein, and may not be relied upon by
you for any other purpose nor by any other person for any
purpose.
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Very
truly yours,
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/s/
GRACIN & MARLOW, LLP
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GRACIN
& MARLOW, LLP
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