Attachment: FORM S-1


igen_ex51.htm

EXHIBIT 5.1

 

 

ROBERT J. BURNETT

rburnett@workwith.com

509.252.5657

 

June 10, 2022

 

IGEN Networks Corp.

31772 Casino Drive, Suite C

Lake Elsinore, CA  92530

 

Ladies and Gentlemen:

 

I have acted as special counsel to IGEN Networks Corp. a Nevada corporation (the "Corporation"), in connection with its registration statement on Form S-1 (the “Registration Statement”) filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act").  The Registration Statement relates to the registration of 200,000,000 shares of the Corporation's Common Stock, par value $0.001 per share  (the "Common Stock"), to be offered for resale by the selling securityholders identified in the Registration Statement.

 

This letter is being furnished at your request and in accordance with Item 601(b)(5) of Regulation S-K, promulgated under the Securities Act, for filing as Exhibit 5.1 to the above referenced Registration Statement.

 

In connection with the Registration Statement and, for the purpose of rendering this opinion, I have examined the Corporation's Articles of incorporation and amendments thereto, Bylaws and pertinent minutes and resolutions of the Corporation's Board of Directors.  I have also examined such other documents, certificates, instruments and corporate records and such statutes, decisions and questions of law as I have deemed necessary or appropriate for the purpose of this opinion.

 

I have been furnished with originals or copies of such corporate or other records of the Corporation.  In addition, I have made such other legal and factual examinations and inquiries as I have considered necessary as a basis for the opinion expressed herein.  In my examination of the Corporation's corporate records, I have presumed, without independent investigation, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as copies thereof, the genuineness of all signatures and the veracity, accuracy and completeness of all records made available to me by the Corporation.

 

 

 

 

As to the question of facts material to this opinion letter, I have relied upon the representations and warranties, certificates of and conversations and correspondences with representatives of the Corporation.

 

My opinion is expressly limited to those matters set forth herein and I make no opinion, expressed or implied, as to any other matters relating to the Corporation or its securities.

 

Based upon and subject to the foregoing, I am of the opinion that the shares of Common Stock being offered and sold pursuant to the Registration Statement are duly authorized, legally and validly issued, fully paid and non-assessable.

 

I express no opinion herein as to the laws of any state or jurisdiction, other than the Federal laws of the United States of America, the laws of the State of Nevada and the Nevada Revised Statutes and all applicable provisions, including the statutory provisions and reported judicial decisions interpreting those laws.

 

I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the reference to my name in the Prospectus constituting a part thereof under the caption "Legal Matters."  In giving this consent, I do not admit that I am within the category of persons whose consent is required under the Securities Act, including Section 7 thereof, or rules and regulations promulgated thereunder.

 

This opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purpose.

 

 

Very truly yours,

 

 

 

 

 

/s/ Robert J. Burnett

 

  

 

 


igen_ex232.htm

EXHIBIT 23.2

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the use in the Registration Statement of our report dated March 31, 2021, relating to the consolidated financial statements of IGEN Network Corp. and Subsidiary (the “Company”) as of and for the year ended December 31, 2020, which report is contained in the prospectus, which is part of the registration statement. Our report contains an explanatory paragraph referring to the Company’s ability to continue as a going concern.

 

We also consent to the reference to us under the caption “Experts” in the prospectus.

 

 

Macias Gini & O’Connell LLP

June 10, 2022


igen_ex233.htm

EXHIBIT 23.3

 

CONSENT OF INDEPENDENT ACCOUNTANTS

 

We hereby consent to the incorporation of our audit report on the financial statements of IGEN Networks Corp. for the period ended December 31, 2021, dated March 30, 2022, included in IGEN Networks Corp’s, Registration Statement on Form S-1 Regulation A Offering Statement Under the Securities Act of 1933 dated June 10, 2022.

 

 

Los Angeles, California

June 10, 2022

 


igen_ex107.htm

EXHIBIT 107

 

CALCULATION OF REGISTRATION FEE

 

Title of each Class of

Securities to be Registered

 

Amount to be Registered(1)

 

 

Proposed Maximum

Aggregate Offering

Price(2)

 

 

Amount of

Registration Fee(3)(4)

 

Common stock, par value $0.001 per share

 

 

200,000,000

 

 

$

5,000,000

 

 

$

463.50

 

 

(1)

Represents shares of our common stock offered for resale by Jefferson Street Capital, LLC, a New Jersey limited liability company, (the “Selling Stockholder”), including 12,500,000 initial commitment shares and an estimate of the number of additional commitment shares and shares that we have the right to put to the Selling Stockholder pursuant to the Equity Financing Agreement we finalized on April 3, 2022, with the Selling Stockholder. In the event the number of shares being registered hereunder is insufficient to cover all of the shares we put to Jefferson Street Capital, LLC, we will amend this registration statement or file a new registration statement to register those additional shares. Pursuant to Rule 416 under the Securities Act of 1933, this registration statement also includes an indeterminate number of additional shares of our common stock as may, from time-to-time, become issuable by reason of a stock dividend, stock split, recapitalization or other similar transaction.

 

 

(2)

The offering price of $0.006 per share has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(c) of the Securities Act, on the basis of the last sale price of the registrant’s common stock as reported on the OTC Pink Current Information tier of the OTC Markets Group, Inc on April 19, 2022.

 

 

(3)

Computed in accordance with Section 6(b) of the Securities Act of 1933.

 

 

(4)

Previously paid.

 

In accordance with Rule 416(a) of the Securities Act, the registrant is also registering hereunder an indeterminate number of shares that may be issued and resold resulting from stock splits, stock dividends or similar transaction

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


igen-20220331.xsd
Attachment: XBRL TAXONOMY EXTENSION SCHEMA


igen-20220331_lab.xml
Attachment: XBRL TAXONOMY EXTENSION LABEL LINKBASE


igen-20220331_cal.xml
Attachment: XBRL TAXONOMY EXTENSION CALCULATION LINKBASE


igen-20220331_pre.xml
Attachment: XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE


igen-20220331_def.xml
Attachment: XBRL TAXONOMY EXTENSION DEFINITION LINKBASE