Attached files
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| S-1/A - MAM SOFTWARE GROUP, INC. | v196543_s1a.htm |
| EX-23.1 - MAM SOFTWARE GROUP, INC. | v196543_ex23-1.htm |
[Letterhead of Gersten Savage LLP]
September 2, 2010
MAM Software Group,
Inc.
Maple Park, Maple Court
Tankersley, Barnsley
S75 3DP UK
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Re:
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MAM
Software Group, Inc.
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Registration
Statement on Form S-1
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(File
No. 333-167483)
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To Whom It May
Concern:
We have acted as special counsel to MAM Software Group, Inc. (the
"Company"), a Delaware corporation, in connection with the Registration
Statement on Form S-1, as amended (the “Registration Statement”), initially
filed by the Company on June 11, 2010 with the United States Securities and
Exchange Commission (the “Commission”) under the Securities Act of 1933, as
amended (the “Securities Act”). The Registration Statement includes a
prospectus (the “Prospectus”) to be furnished to stockholders of the Company in
connection with the issuance by the Company to its stockholders of
non-transferable subscription rights (the “Rights”) entitling the holders
thereof to purchase shares of common stock, par value $0.0001 per share (the
“Common Stock”), of the Company (the “Rights Offering”). The
Registration Statement relates to up to 51,516,111 shares (the “Rights Shares”)
of Common Stock that may be issued and sold by the Company upon exercise of the
Rights.
In connection with the foregoing, we
have examined originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement, as amended to the date hereof; (ii)
the Bylaws of the Company, as currently in effect; (iii) the Certificate of
Incorporation of the Company, as amended to the date hereof; (iii) certain
resolutions of the Board of Directors of the Company relating to the registration of the Right Shares,
the terms of the Rights Offering, and related matters; and (iv) a specimen
certificate representing the Common Stock. We also have examined
originals or copies, certified or otherwise identified to our satisfaction,
of such corporate records, certificates
and other documents, and have made such investigations of law as we have deemed
necessary or appropriate as a basis for the opinions expressed
below.
As to questions of fact material to our
opinions expressed herein,
we have, when relevant facts were not independently established, relied upon
certificates of, and information received from, the Company and/or
representatives of the Company. We have made no independent
investigation of the facts stated in such certificates or as to any information received
from the Company and/or representatives of the Company and do not opine as to
the accuracy of such factual matters. We also have relied, without
investigation, upon certificates and other documents from public
officials.
In rendering the following opinions, we
have assumed, without investigation, the authenticity of any document or other
instrument submitted to us as an original, the conformity to the originals of
any document or other instrument submitted to us as a copy, the genuineness of all signatures
on such originals or copies, and the legal capacity of natural persons who
executed any such document or instrument at the time of execution
thereof.
Based upon and subject to the foregoing,
and the other qualifications and limitations contained herein,
we are of the opinion that:
The Rights Shares have been duly and
validly authorized by the Company, and, when issued and delivered against
payment therefor upon due exercise of the Rights as contemplated in the
Prospectus, will be validly
issued, fully paid and nonassessable.
Members of our firm involved in the
preparation of this opinion are licensed to practice law in the State of New
York and we do not purport to be experts on, or to express any opinion herein
concerning, the laws of any
other jurisdiction other than the laws of the State of New York, the General
Corporation Law of the State of Delaware, and the federal securities law of the United States of America. As
used herein, the term "laws of the State of New York" includes the statutory provisions
contained therein, all applicable provisions of the New York Constitutions, and
reported judicial decisions interpreting such provisions. As used
herein, the term "General Corporation Law of the State of Delaware" refers the statutory provisions of
Title 8, Chapter 1 of the Delaware Code, and reported judicial decisions
interpreting such provisions.
We hereby consent to the filing of this
opinion with the Commission as an exhibit to the Registration Statement
and to the use of our name
as it appears under the caption "Legal Representation" in the
Prospectus. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the rules and regulations of the
Commission promulgated thereunder. This opinion is expressed as of
the date hereof unless otherwise expressly stated, and we disclaim any
undertaking to advise you of any subsequent changes in the facts stated or
assumed herein or of any subsequent changes
in applicable laws.
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Very truly
yours,
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/s/ Gersten Savage
LLP
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