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8-K - FORM 8-K - Meet Group, Inc.meet20140731_8k.htm
EX-99 - EXHIBIT 99.1 - Meet Group, Inc.ex99-1.htm

Exhibit 5.1

 

 

 

 

August 1, 2014

 

MeetMe, Inc.
100 Union Square Drive
New Hope, Pennsylvania 18938

 

RE:

MeetMe, Inc.

 

Registration Statement on Form S-3 (Registration No. 333-190535)

 

 

Ladies and Gentlemen:

 

We have acted as counsel to MeetMe, Inc., a Delaware corporation (the “Company”), in connection with its filing of (i) a Registration Statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “SEC”) referenced above, (ii) the base prospectus dated as of April 18, 2014 (the “Base Prospectus”) included in the Registration Statement and (iii) the prospectus supplement dated as of July 23, 2014 (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”) filed with the Commission on July 23, 2014 by the Company, pursuant to Rule 424 promulgated under the Act. The Prospectus relates to the public offering of 5,000,000 common shares, and up to an additional 750,000 common shares, par value $0.001 per share, of the Company pursuant to the terms of an Underwriting Agreement, dated as of July 23, 2014 by and among the Company and JMP Securities LLC, acting as Representative of the several Underwriters named therein. As contemplated by the Prospectus and the Underwriting Agreement, the Underwriters have exercised in full their option to purchase an additional 750,000 common shares (the “Shares”).

 

In connection with this opinion letter, we have examined the Registration Statement and the Prospectus and originals, or copies certified or otherwise identified to our satisfaction, of (i) the Company’s Amended and Restated Certificate of Incorporation, as amended, (ii) the Company’s Amended and Restated Bylaws, (iii) certain resolutions of the Company’s Board of Directors and duly authorized Pricing Committee thereof relating to the Registration Statement and Prospectus and the issuance and sale of the shares thereunder, and (iv) such other documents, records and instruments as we have deemed appropriate for purposes of the opinion set forth herein.

 

We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies. With respect to matters of fact relevant to our opinions as set forth below, we have relied upon certificates of officers of the Company, representations made by the Company in documents examined by us, representations of officers of the Company and public officials. We have made such investigations of law as we have deemed necessary and relevant as a basis hereof.

 

 
 

 

 

MeetMe, Inc.

August 1, 2014

Page 2 of 2

 

 

Based upon the foregoing, we are of the opinion that, the Shares have been duly authorized and when issued and sold by the Company and delivered against the receipt of payment of the purchase price thereof, in the manner contemplated by the Registration Statement and Prospectus, will be validly issued, fully paid and non-assessable.

 

The foregoing opinions are limited to the Delaware General Corporation Law, and we express no opinion with respect to the laws of any other state or jurisdiction.

 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement and to the reference to us under the caption “Legal Matters” in the Base Prospectus and the Prospectus Supplement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the SEC thereunder.

 

Very truly yours,

 

/s/ Morgan, Lewis & Bockius LLP