Attached files

file filename
S-1 - FORM S-1 - LM FUNDING AMERICA, INC.d917042ds1.htm
EX-10.20 - PROMISSORY NOTE - LM FUNDING AMERICA, INC.d917042dex1020.htm
EX-10.7 - SERVICES AGREEMENT - LM FUNDING AMERICA, INC.d917042dex107.htm
EX-10.18 - SECURITY AGREEMENT - LM FUNDING AMERICA, INC.d917042dex1018.htm
EX-10.4 - LM FUNDING AMERICA, INC. 2015 OMNIBUS INCENTIVE PLAN - LM FUNDING AMERICA, INC.d917042dex104.htm
EX-10.12 - FORM OF SELECTED DEALER AGREEMENT - LM FUNDING AMERICA, INC.d917042dex1012.htm
EX-21.1 - SUBSIDIARIES - LM FUNDING AMERICA, INC.d917042dex211.htm
EX-10.5 - FORM OF LM FUNDING AMERICA, INC. 2015 OMNIBUS INCENTIVE PLAN STOCK OPTION AWARD - LM FUNDING AMERICA, INC.d917042dex105.htm
EX-1.1 - FORM OF SALES AGENCY AGREEMENT - LM FUNDING AMERICA, INC.d917042dex11.htm
EX-10.3 - EMPLOYMENT AGREEMENT OF SEAN GALARIS - LM FUNDING AMERICA, INC.d917042dex103.htm
EX-4.3 - FORM OF PLACEMENT AGENT WARRANT - LM FUNDING AMERICA, INC.d917042dex43.htm
EX-10.19 - GUARANTY BY LM FUNDING, LLC, CAROLLINN GOULD AND BRUCE M. RODGERS - LM FUNDING AMERICA, INC.d917042dex1019.htm
EX-10.6 - FORM OF LM FUNDING AMERICA, INC. 2015 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK - LM FUNDING AMERICA, INC.d917042dex106.htm
EX-10.13 - CREDIT AGREEMENT - LM FUNDING AMERICA, INC.d917042dex1013.htm
EX-23.1 - CONSENT - LM FUNDING AMERICA, INC.d917042dex231.htm
EX-10.17 - LOAN AGREEMENT, DATED JANUARY 26, 2015 - LM FUNDING AMERICA, INC.d917042dex1017.htm
EX-99.5 - CONSENT OF MARTIN A. TRABER, AS DIRECTOR NOMINEE - LM FUNDING AMERICA, INC.d917042dex995.htm
EX-10.8 - SOFTWARE LICENSE AGREEMENT - LM FUNDING AMERICA, INC.d917042dex108.htm
EX-10.2 - EMPLOYMENT AGREEMENT OF CAROLLINN GOULD - LM FUNDING AMERICA, INC.d917042dex102.htm
EX-10.21 - FORM OF INDEMNIFICATION AGREEMENT - LM FUNDING AMERICA, INC.d917042dex1021.htm
EX-10.9 - ASSESSMENT RECOVERY INDEMNITY (ARI) POLICY FOR COMMUNITY ASSOCIATIONS - LM FUNDING AMERICA, INC.d917042dex109.htm
EX-99.4 - CONSENT OF C. BIRGE SIGETY, AS DIRECTOR NOMINEE - LM FUNDING AMERICA, INC.d917042dex994.htm
EX-99.2 - CONSENT OF DOUGLAS. I. MCCREE, AS DIRECTOR NOMINEE - LM FUNDING AMERICA, INC.d917042dex992.htm
EX-4.2 - FORM OF WARRANT AGREEMENT - LM FUNDING AMERICA, INC.d917042dex42.htm
EX-10.16 - FORM OF LOCK-UP AGREEMENT - LM FUNDING AMERICA, INC.d917042dex1016.htm
EX-10.1 - EMPLOYMENT AGREEMENT OF BRUCE M. RODGERS - LM FUNDING AMERICA, INC.d917042dex101.htm
EX-3.1 - CERTIFICATE OF INCORPORATION - LM FUNDING AMERICA, INC.d917042dex31.htm
EX-2.1 - FORM OF CONTRIBUTION AGREEMENT - LM FUNDING AMERICA, INC.d917042dex21.htm
EX-3.2 - BY-LAWS OF LM FUNDING AMERICA, INC. - LM FUNDING AMERICA, INC.d917042dex32.htm
EX-10.10 - FORM OF ASSOCIATION RECEIVABLE PURCHASE AGREEMENT - LM FUNDING AMERICA, INC.d917042dex1010.htm
EX-99.1 - CONSENT OF CAROLLINN GOULD, AS DIRECTOR NOMINEE - LM FUNDING AMERICA, INC.d917042dex991.htm
EX-99.6 - CONSENT OF ANDREW L. GRAHAM, AS DIRECTOR NOMINEE - LM FUNDING AMERICA, INC.d917042dex996.htm
EX-10.14 - IRREVOCABLE CONTINUING GUARANTY AGREEMENT - LM FUNDING AMERICA, INC.d917042dex1014.htm
EX-99.3 - CONSENT OF JOEL E. RODGERS, SR., AS DIRECTOR NOMINEE - LM FUNDING AMERICA, INC.d917042dex993.htm
EX-10.15 - PLEDGE AGREEMENT - LM FUNDING AMERICA, INC.d917042dex1015.htm

Exhibit 5.1

 

June 25, 2015               

ATTORNEYS AT LAW

 

100 NORTH TAMPA STREET,

SUITE 2700

TAMPA, FL 33602-5810

P.O. BOX 3391

TAMPA, FL 33601-3391

813.229.2300 TEL

813.221.4210 FAX

foley.com

  

CLIENT/MATTER NUMBER

098929-0103

LM Funding America, Inc.

302 Knights Run Avenue

Suite 1000

Tampa, Florida 33602

Ladies and Gentlemen:

We have acted as counsel to LM Funding America, Inc., a Delaware corporation (the “Company”) in connection with the preparation of a Registration Statement (No. 333-[            ]) on Form S-1 (as amended, the “Registration Statement”) relating to the offer and sale of (1) $[45,000,000] of units (the “Units”), with each unit consisting of one share of the Company’s common stock, par value $0.001 per share (collectively, the “Shares”), and one warrant (collectively, the “Warrants”), (2) the Shares and the Warrants, (3) shares of the Company’s common stock, par value $0.001 per share, to be issued upon the exercise of the Warrants and upon the exercise of warrants to be issued to the Company’s placement agents (the “Placement Agent Warrants”).

In connection with this opinion, we have examined and relied upon the Registration Statement and related Prospectus; the Company’s Articles of Incorporation (as amended); the Company’s Bylaws (as amended); proceedings of and actions taken by the Company’s Board of Directors relating to the issuance of the securities covered by the Registration Statement, and such other records, certificates and documents as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

The opinions set forth in this letter are limited solely to the laws of the State of Delaware, and we express no opinion as to the laws of any other jurisdiction.

Based upon the foregoing, and in reliance thereon, we are of the opinion that when the Registration Statement becomes effective under the Securities Act of 1933, as amended, the Units, the Shares, the Warrants, and the shares of the Company’s common stock to be issued upon the exercise of the Warrants and the Placement Agent Warrants when issued by the Company in accordance with and in the manner described in the Registration Statement, including the exhibits thereto, and related Prospectus will be duly authorized, validly issued, fully paid and nonassessable.

 

BOSTON

BRUSSELS

CENTURY CITY

CHICAGO

DETROIT

  

JACKSONVILLE

LOS ANGELES

MADISON

MIAMI

MILWAUKEE

  

NEW YORK

ORLANDO

SACRAMENTO

SAN DIEGO

SAN DIEGO/DEL MAR

  

SAN FRANCISCO

SHANGHAI

SILICON VALLEY

TALLAHASSEE

TAMPA

  

TOKYO

WASHINGTON, D.C.


LOGO

June 25, 2015

Page 2

We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

 

Very truly yours,
FOLEY & LARDNER LLP