EXHIBIT 5.1

June 7, 2024

Recruiter.com Group, Inc.

123 Farmington Avenue, Suite 252,

Bristol, CT 06010

. 

Ladies and Gentlemen:

We have acted as counsel to you, Recruiter.com Group, Inc., a Nevada corporation, (the “Company”) in connection with the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) (File No. 333-267470) (the “Registration Statement”), and declared effective by the Commission on September 30, 2022 and the related prospectus therein dated September  30, 2022 (the “Base Prospectus”) and the prospectus supplement dated June 6, 2024 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), relating to the offering by the Company of 481,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Shares are covered by the Registration Statement and Prospectus and we understand that the Shares are to be offered and sold in the manner described in the Prospectus. This opinion is being delivered at the request of the Company and in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated by the Commission.

In connection with this opinion, we have examined the originals or copies certified or otherwise identified to our satisfaction of the following: (a) Articles of Incorporation of the Company, as amended to date, (b) Bylaws of the Company, as amended to date, and (c) the Registration Statement, the Prospectus, and all exhibits thereto. In addition to the foregoing, we also have relied as to matters of fact upon the representations made by the Company and its representatives and we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us certified or photostatic copies.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and paid for as described in the Prospectus, will be validly issued, fully paid and non-assessable.

We are members of the Bar of the State of California. We do not hold ourselves out as being conversant with, or expressing any opinion with respect to, the laws of any jurisdiction other than the federal laws of the United States of America, the laws of the State of California, and the corporate laws of the State of Nevada. Accordingly, the opinions expressed herein are expressly limited to the federal laws of the United States of America, the laws of the State of California, and the corporate laws of the State of Nevada.  Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.

Our opinion letter is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Common Stock, or the agreements and instruments addressed herein, or in the Registration Statement and Prospectus. This opinion is based upon currently existing statutes, regulations, rules and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

June 7, 2024

Recruiter.com Group, Inc.

Page 2 of 2

This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K relating to the offer and sale of the Shares, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus.

We consent to the filing of this opinion with the SEC as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on June 7, 2024, which is incorporated by reference in the Prospectus. We also consent to the reference of our firm under the caption “Legal Matters” in the Prospectus and in each case in any amendment or supplement thereto. In giving this consent, we do not thereby 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 Securities and Exchange Commission promulgated thereunder.

EXHIBIT 10.1

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (“Agreement”), dated June 6, 2024 (“Effective Date”), is by and between RECRUITER.COM GROUP, INC.(the “Company”) and the undersigned investor (“Investor”).

The parties have executed this Agreement as of the Effective Date.

RECRUITER.COM, INC.

By:                                                                   

Printed Name: Granger Whitelaw   

Title:  CEO

INVESTOR:

By:                                                                 

Printed Name:                                                

Title:                                                              

Number of Shares:                                         

Total Purchase Price: $                                     

EXHIBIT A

ACCOUNT WIRE INSTRUCTIONS

EXHIBIT 23.1

June 7, 2024

Recruiter.com Group, Inc.

123 Farmington Avenue, Suite 252,

Bristol, CT 06010

Ladies and Gentlemen:

We have acted as counsel to you, Recruiter.com Group, Inc., a Nevada corporation, (the “Company”) in connection with the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) (File No. 333-267470) (the “Registration Statement”), and declared effective by the Commission on September 30, 2022 and the related prospectus therein dated September  30, 2022 (the “Base Prospectus”) and the prospectus supplement dated June 6, 2024 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), relating to the offering by the Company of 481,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The Shares are covered by the Registration Statement and Prospectus and we understand that the Shares are to be offered and sold in the manner described in the Prospectus. This opinion is being delivered at the request of the Company and in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated by the Commission.

In connection with this opinion, we have examined the originals or copies certified or otherwise identified to our satisfaction of the following: (a) Articles of Incorporation of the Company, as amended to date, (b) Bylaws of the Company, as amended to date, and (c) the Registration Statement, the Prospectus, and all exhibits thereto. In addition to the foregoing, we also have relied as to matters of fact upon the representations made by the Company and its representatives and we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us certified or photostatic copies.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and paid for as described in the Prospectus, will be validly issued, fully paid and non-assessable.

We are members of the Bar of the State of California. We do not hold ourselves out as being conversant with, or expressing any opinion with respect to, the laws of any jurisdiction other than the federal laws of the United States of America, the laws of the State of California, and the corporate laws of the State of Nevada. Accordingly, the opinions expressed herein are expressly limited to the federal laws of the United States of America, the laws of the State of California, and the corporate laws of the State of Nevada.  Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.

Our opinion letter is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Common Stock, or the agreements and instruments addressed herein, or in the Registration Statement and Prospectus. This opinion is based upon currently existing statutes, regulations, rules and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

June 7, 2024

Recruiter.com Group, Inc.

Page 2 of 2

This opinion letter has been prepared for use in connection with the filing by the Company of a Current Report on Form 8-K relating to the offer and sale of the Shares, which Form 8-K will be incorporated by reference into the Registration Statement and Prospectus.

We consent to the filing of this opinion with the SEC as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed on June 7, 2024, which is incorporated by reference in the Prospectus. We also consent to the reference of our firm under the caption “Legal Matters” in the Prospectus and in each case in any amendment or supplement thereto. In giving this consent, we do not thereby 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 Securities and Exchange Commission promulgated thereunder.

  EXHIBIT 99.1

Recruiter.com Announces $400,000 Registered Direct Offering

NEW YORK, NY / ACCESSWIRE / June 3, 2024 / Recruiter.com Group, Inc. (NASDAQ:RCRT) (NASDAQ:RCRTW) (the “Company”) today announced the pricing of a registered direct offering for the sale and issuance of up to 400,000 shares of the Company’s common stock to a small group of accredited investors at a price per share of $1.00.

The transactions are expected to close on or about June 5, 2024, subject to the satisfaction of customary closing conditions.

The shares of common stock in the registered direct offering (but excluding the securities issued in the planned private placement) were offered pursuant to a “shelf” registration statement on Form S-3 (File No. 333-267470) initially filed with the Securities and Exchange Commission (the “SEC”) on September 16, 2022, and declared effective by the SEC on September 30, 2022. The offering of the common stock in the registered direct offering was made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting the Company at 123 Farmington Avenue, Suite 252, Bristol, CT 06010, or by telephone at (855) 931-1500.

The Company has also reached agreement in principle with the holders of substantially all the remaining debt of the Company (excluding the debt which will be transferred upon the formal completion of the planned spinout of certain assets and liabilities to the Company’s Atlantic Energy Solutions, Inc. subsidiary, which is being renamed CognoGroup, Inc.) to exchange such debt and waive all claims related thereto in consideration for shares of a to-be created Series G Preferred Stock of the Company, each share of which would be convertible into ten (10) shares of Company common stock and would vote with common on as-converted basis. The conversion price of the preferred stock would be at a discount to the then market price of the Company’s common stock, which discount could be material (as adjusted given that each such share of preferred converts into ten shares of common stock). The Company is engaged in ongoing negotiations with such debt holders, but no material agreements, binding or otherwise, have been executed to date. The Company anticipates that documentation and closing of such offering will be completed before June 30, 2024.

Granger Whitelaw, CEO of the Company, notes, “This planned strategic reorganization of the Company, and the exchange of debt to streamline the Company’s balance sheet and increase shareholders’ equity, has been carefully planned to maintain business continuity, increase revenues and bolster shareholder value. The relatively small S-3 bringdown will provide some short-term working capital.”

Whitelaw adds, “We continue to evaluate other revenue generating operating assets or companies for acquisition that are synergistic with the Company’s strategic reorganization plan.  We’re grateful to our stakeholders for their ongoing support. The aim of this planned reorganization is to build long-term shareholder value and strategically position the Company for lasting success in the marketplace.”

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Recruiter.com Group, Inc.

Recruiter.com is an on-demand recruiting platform providing flexible talent acquisition solutions that scale from startups to the Fortune 100. With an on-tap network of thousands of recruiting professionals and recruitment marketing automation, Recruiter.com helps businesses solve today’s complex hiring challenges.

For investor information, visit https://investors.recruiter.com.

Please follow social media channels for additional updates:

LinkedIn Recruiter Network Group: https://www.linkedin.com/groups/42370/

LinkedIn Company Page: https://www.linkedin.com/company/1240434

Twitter Company Page: https://twitter.com/recruiterdotcom

Facebook Company Page: https://www.facebook.com/RecruiterDotCom

Safe Harbor Statement

This press release contains forward-looking statements. These forward-looking statements, and terms such as “anticipate,” “expect,” “believe,” “may,” “will,” “should” or other comparable terms, are based largely on Recruiter.com’s expectations and are subject to a number of risks and uncertainties, certain of which are beyond Recruiter.com’s control. These statements include, among others, statements regarding the completion of the offering, the anticipated proceeds from the offering and the use of such proceeds. Actual results could differ materially from these forward-looking statements as a result of, among other factors, risks and uncertainties associated with its ability to maintain and grow its business, variability of operating results, its ability to maintain and enhance its brand, its development and introduction of new products and services, the successful integration of acquired companies, technologies and assets, marketing and other business development initiatives, competition in the industry, general government regulation, economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the skills and experience necessary to meet customers’ requirements, and its ability to protect its intellectual property. Recruiter.com encourages you to review other factors that may affect its future results in its registration statement and in its other filings with the Securities and Exchange Commission. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this press release will in fact occur.

Company Contact:

Corporate Communications

investors@recruiter.com

SOURCE: Recruiter.com Group, Inc.

 EXHIBIT 99.2

Recruiter.com Announces Closing of Registered Direct Offering

NEW YORK, NY / ACCESSWIRE / June 7, 2024 / Recruiter.com Group, Inc. (NASDAQ:RCRT)(NASDAQ:RCRTW) ("Recruiter.com") today announced the closing of its previously announced registered direct offering for the sale and issuance of 481,000 shares of the Company's common stock, to seven investors at per share purchase price of $1.00. The initial expected offering of 400,000 shares was expanded to 481,000 shares due to increased investor demand. 

The completion of the transaction resulted in aggregate gross proceeds to the Company of $481,000. There were no placement agent fees or other offering expenses. As previously stated, the Company intends to use the net proceeds from this offering for working capital and other general corporate purposes.

The shares of common stock in the registered direct were offered pursuant to a “shelf” registration statement on Form S-3 (File No. 333-267470) initially filed with the Securities and Exchange Commission (the “SEC”) on September 16, 2022, and declared effective by the SEC on September 30, 2022. The offering of the common stock in the registered direct offering was made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting the Company at 123 Farmington Avenue, Suite 252, Bristol, CT 06010, or by telephone at (855) 931-1500.

In a potential subsequent private placement, the Company is in discussions with certain strategic investors to issue up to $6.5 million of shares of the Company’s common stock. The Company is engaged in ongoing negotiations with such potential investors, but no material agreements, binding or otherwise, have been executed to date. The Company anticipates, but cannot guarantee, that documentation and closing of such an offering will be completed before July 15, 2024. The Company intends to use the net proceeds from this offering for the purpose of acquiring other revenue generating operating assets or companies that are synergistic with the Company’s business plan and model, as well as for working capital and other general corporate purposes, including the completion of its planned spinout of certain operating assets and liabilities to its Atlantic Energy Solutions, Inc. subsidiary, which is currently being renamed CognoGroup, Inc.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Recruiter.com Group, Inc.

Recruiter.com is an on-demand recruiting platform providing flexible talent acquisition solutions that scale from startups to the Fortune 100. With an on-tap network of thousands of recruiting professionals and recruitment marketing automation, Recruiter.com helps businesses solve today’s complex hiring challenges.

For investor information, visit https://investors.recruiter.com.

Please follow social media channels for additional updates:

LinkedIn Recruiter Network Group: https://www.linkedin.com/groups/42370/

LinkedIn Company Page: https://www.linkedin.com/company/1240434

Twitter Company Page: https://twitter.com/recruiterdotcom

Facebook Company Page: https://www.facebook.com/RecruiterDotCom

Safe Harbor Statement

This press release contains forward-looking statements. These forward-looking statements, and terms such as “anticipate,” “expect,” “believe,” “may,” “will,” “should” or other comparable terms, are based largely on Recruiter.com’s expectations and are subject to a number of risks and uncertainties, certain of which are beyond Recruiter.com’s control. These statements include, among others, statements regarding the completion of the offering, the anticipated proceeds from the offering and the use of such proceeds. Actual results could differ materially from these forward-looking statements as a result of, among other factors, risks and uncertainties associated with its ability to maintain and grow its business, variability of operating results, its ability to maintain and enhance its brand, its development and introduction of new products and services, the successful integration of acquired companies, technologies and assets, marketing and other business development initiatives, competition in the industry, general government regulation, economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the skills and experience necessary to meet customers’ requirements, and its ability to protect its intellectual property. Recruiter.com encourages you to review other factors that may affect its future results in its registration statement and in its other filings with the Securities and Exchange Commission. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained in this press release will in fact occur.

Company Contact:

Corporate Communications

investors@recruiter.com

SOURCE: Recruiter.com Group, Inc.