Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - Quest Resource Holding Corp | d791992d8k.htm |
| EX-1.1 - EX-1.1 - Quest Resource Holding Corp | d791992dex11.htm |
| EX-4.1 - EX-4.1 - Quest Resource Holding Corp | d791992dex41.htm |
| EX-99.1 - EX-99.1 - Quest Resource Holding Corp | d791992dex991.htm |
Exhibit 5.1
September 19, 2014
Quest Resource Holding Corporation
6175 Main Street, Suite 420
Frisco, Texas 75034
| Re: | Registration Statement on Form S-3 |
| Ladies and Gentlemen:
As legal counsel to Quest Resource Holding Corporation, a Nevada corporation (the “Company”), we have assisted in the preparation of the Company’s Registration Statement on Form S-3 (File No. 333-198373) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) on August 26, 2014 pursuant to the Securities Act of 1933, as amended (the “Act”), and declared effective by the Commission on September 5, 2014, the preliminary prospectus supplement dated September 18, 2014 (the “Preliminary Prospectus Supplement”), and the final prospectus supplement dated September 19, 2014 (the “Final Prospectus Supplement,” and together with the Preliminary Prospectus Supplement, the “Prospectus Supplements”), filed with the Commission under Rule 424(b) of the Act, relating to the proposed public offering (the “Offering”) of 9,000,000 shares of the Company’s common stock (the “Shares”), together with warrants to purchase 9,000,000 shares of the Company’s common stock at an exercise price of $2.50 per share (the “Warrants”), which includes an option granted to the Underwriters (as defined below) to purchase up to 700,000 additional shares of the Company’s common stock and/or additional warrants to purchase up to 700,000 shares of the Company’s common stock solely to cover over-allotments, if any. The facts, as we understand them, are set forth in the Registration Statement.
The Warrants will be issued under one or more warrant agreements (each, a “Warrant Agreement”), each to be between the Company and a counterparty or counterparties identified therein (each, a “Counterparty”).
With respect to the opinions set forth below, we have examined originals, certified copies, or copies otherwise identified to our satisfaction as being true copies, only of the following:
A. The Second Amended and Restated Articles of Incorporation of the Company, as amended to date;
B. The Second Amended and Restated Bylaws of the Company, as amended to date;
C. The Registration Statement;
D. The Prospectus Supplements;
|
ALBANY
AMSTERDAM
ATLANTA
AUSTIN
BOSTON
CHICAGO
DALLAS
DELAWARE
DENVER
FORT LAUDERDALE
HOUSTON
LAS VEGAS
LONDON*
LOS ANGELES
MEXICO CITY+
MIAMI
MILAN**
NEW JERSEY
NEW YORK
ORANGE COUNTY
ORLANDO
PALM BEACH COUNTY
PHILADELPHIA
PHOENIX
ROME**
SACRAMENTO
SAN FRANCISCO
SHANGHAI
SILICON VALLEY
TALLAHASSEE
TAMPA
TEL AVIV^
TYSONS CORNER
WARSAW~
WASHINGTON, D.C.
WHITE PLAINS
* OPERATES AS GREENBERG TRAURIG MAHER LLP
+ OPERATES AS GREENBERG TRAURIG, S.C.
^ A BRANCH OF GREENBERG TRAURIG, P.A. FLORIDA, USA
~ OPERATES AS GREENBERG TRAURIG GRZESIAK sp.k.
* * STRATEGIC ALLIANCE |
GREENBERG TRAURIG, LLP n ATTORNEYS AT LAW n WWW.GTLAW.COM
2375 East Camelback Road, Suite 700 n Phoenix, Arizona 85016 n Tel 602.445.8000 n Fax 602.445.8100
Quest Resource Holding Corporation
September 19, 2014
Page 2
| E. | The Underwriting Agreement, dated September 19, 2014 (the “Underwriting Agreement’), by and between Maxim Group LLC, as representative of the underwriters named therein (collectively, the “Underwriters”), and the Company; |
| F. | The form of Warrant; |
| G. | The resolutions of the Board of Directors of the Company and the Pricing Committee of the Board of Directors relating to the approval of the filing of the Registration Statement and transactions in connection therewith, including the Offering; and |
| H. | Such other documents, records, and other instruments as we have deemed appropriate for purposes of the opinion set forth herein. |
In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of originals or such latter documents. We have also assumed that at the time of execution, countersignature, issuance, and delivery of the Warrants, the Warrant Agreements will be the valid and legally binding obligation of each Counterparty thereto.
In connection with the issuance of the Warrants, we have assumed further that (i) at the time of execution, countersignature, issuance, and delivery of the Warrants, the related Warrant Agreements will have been duly authorized, executed, and delivered by the Company; and (ii) the execution, delivery, and performance by the Company of such Warrant Agreements and such Warrants will not violate the laws of any jurisdiction (provided that as to the Nevada Private Corporations Code and the federal laws of the United States we make no such assumption).
Based solely upon and subject to the foregoing, and subject to the assumptions, limitations, and qualifications stated herein, we are of the opinion that the Shares have been duly authorized and, when issued and sold in the manner and under the terms described in the Registration Statement, the Prospectus Supplements, and the Underwriting Agreement, will be validly issued, fully paid, and nonassessable.
Based solely upon and subject to the foregoing, and subject to the assumptions, limitations, and qualifications stated herein, we are of the opinion that the Warrants have been duly authorized and, when issued and sold in the manner and under the terms described in the Registration Statement, the Prospectus Supplements, and the Underwriting Agreement and assuming the conditions in the Warrant Agreements have been satisfied, the Warrants will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.
The opinion set forth in the preceding paragraph is subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally; (ii) the effects of general equitable principles, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief, whether enforcement is considered in a proceeding in equity or law; (iii) the discretion of the court before which any proceeding for enforcement may be brought; and (iv) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to the public policy.
We express no opinion as to the applicability or effect of any laws, orders, or judgments of any state or other jurisdiction other than the federal securities laws of the United States of America and the substantive laws of the state of Nevada, including interpretations of such laws and reported judicial decisions relating thereto. Further, our opinion is based solely upon existing laws, rules, and regulations, and we undertake no obligation to advise you of any changes that may be brought to our attention after the date hereof.
We understand that this opinion is to be used in connection with the Registration Statement. We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K to be filed on September 19, 2014 and to the reference to this firm under the caption “Legal Matters” in the Prospectus Supplements constituting a part of the Registration Statement. In giving this consent, we do not admit that we are experts within the meaning of Section 11 of the Act or within the category of persons whose consent is required by Section 7 of the Act.
Very truly yours,
/s/ Greenberg Traurig, LLP
GREENBERG TRAURIG, LLP