Attached files
| file | filename |
|---|---|
| EX-99.2 - EXHIBIT 99.2 - MANHATTAN BRIDGE CAPITAL, INC | v446917_ex99-2.htm |
| EX-99.1 - EXHIBIT 99.1 - MANHATTAN BRIDGE CAPITAL, INC | v446917_ex99-1.htm |
| EX-4.1 - EXHIBIT 4.1 - MANHATTAN BRIDGE CAPITAL, INC | v446917_ex4-1.htm |
| EX-1.1 - EXHIBIT 1.1 - MANHATTAN BRIDGE CAPITAL, INC | v446917_ex1-1.htm |
| 8-K - 8-K - MANHATTAN BRIDGE CAPITAL, INC | v446917_8k.htm |
Exhibit 5.1
Morse, Zelnick, Rose & Lander
A LIMITED LIABILITY PARTNERSHIP
825 PARK AVENUE
NEW YORK, NEW YORK 10022
212-838-1177
FAX – 212-208-6809
August 9, 2016
Manhattan Bridge Capital, Inc.
60 Cutter Mill Road
Great Neck, New York 11021
Re: Shelf Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to Manhattan Bridge Capital, Inc., a New York corporation (the “Company”), in connection with (i) the preparation and filing of a “shelf” registration statement on Form S-3 (File No. 333-203678) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on April 27, 2015 (the “Registration Statement”), which was declared effective by the Commission on May 18, 2015 registering for sale by the Company of up to $30 million of its securities, including common shares, par value $0.001 per share (the “Common Shares”), preferred shares, par value $0.01 per share, debt securities, warrants and units; and (ii) the preparation and filing of a prospectus supplement, dated August 9, 2016 (the “Prospectus Supplement”), regarding the offer and sale by the Company of (a) up to 806,722 Common Shares (the “Shares”), including 100,840 Common Shares to cover over-allotments, if any, and 33,613 Common Shares underlying the Representative’s Warrants (hereinafter defined); and (b) warrants to purchase up to a total of 33,613 Common Shares at a price of $7.4375 per share (the “Representative’s Warrants”) issued to Aegis Capital Corp., as the sole underwriter of the offering (the “Underwriter”). The securities described in clauses (a) and (b) above are hereinafter referred to as the “Securities.”
This opinion is being furnished to you at your request in accordance with the requirements of Item 16 of the Commission’s Form S-3 and Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.
We have examined the Company’s Restated Certificate of Incorporation and By-Laws, records of proceedings of the Company’s Board of Directors, or committees thereof, and records of proceedings of the Company’s shareholders, deemed by us to be relevant to this opinion letter, and the Registration Statement. We also have made such further legal and factual examinations and investigations as we deemed necessary for purposes of expressing the opinion set forth herein. In rendering such opinion, we have relied as to factual matters upon the representations, warranties and other statements made in the Underwriting Agreement.
As to certain factual matters relevant to this opinion letter, we have relied conclusively upon originals or copies, certified or otherwise identified to our satisfaction, of such records, agreements, documents and instruments, including certificates or other comparable documents of officers of the Company and of public officials, as we have deemed appropriate as a basis for the opinion hereinafter set forth (collectively, the “Documents”). Except to the extent expressly set forth herein, we have made no independent investigations with regard to matters of fact, and, accordingly, we do not express any opinion as to matters that might have been disclosed by independent verification.
In reaching the opinions set forth below, we have assumed:
| (a) | that all signatures on all the Documents are genuine; |
| (b) | the authenticity of all the Documents submitted to us as originals, the conformity to originals of all the Documents submitted to us as certified or photographic copies, and the accuracy and completeness of all the Documents; |
Manhattan Bridge Capital, Inc.
August 9, 2016
Page 2 of 3
| (c) | the legal capacity of all natural persons executing any Documents, whether on behalf of themselves or other persons; |
| (d) | that all persons executing documents on behalf of any party (other than the Company) are duly authorized; |
| (e) | that all representations, warranties, statements and information contained in the Documents are accurate and complete; |
| (f) | that there will be no changes in applicable law between the date of this opinion and any date of issuance or delivery of Shares that would have an adverse effect on the due authorization or valid issuance or delivery of the Shares; |
| (g) | that at the time of delivery of the Shares, the authorization of the issuance of the Shares will not have been modified or rescinded; |
| (h) | that the issuance, execution and delivery of the Shares, and the compliance by the Company with the terms of the Representative’s Warrants, will not violate any then-applicable law or result in a default under, breach of, or violation of any provision of any instrument or agreement then binding on the Company, or any restriction imposed by any court or governmental body having jurisdiction over the Company; |
| (i) | that the consideration received or proposed to be received for the issuance and sale or reservation for issuance of any offering of the Shares is not less than the par value per share; |
| (j) | that the Shares will not be issued in violation of the Company’s Restated Certificate of Incorporation, as amended; |
| (k) | that no additional Common Shares will be issued by the Company prior to the full issuance of all of the Shares. |
As to various questions of fact material to our opinions, we have relied upon a certificate and representations of Vanessa Kao, the Company’s Secretary, and have assumed that such certificate and representations set forth therein continue to remain true and complete as of the date of this letter. We have not examined any court records, dockets, or other public records, nor have we investigated the Company’s history or other transactions, except as specifically set forth in this letter.
Based on our review of the foregoing and subject to the assumptions and qualifications set forth in this letter, it is our opinion, as of the date of this letter, (a) the Representative’s Warrants will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms when (i) they have been duly executed and countersigned as provided therein and (ii) duly delivered to the holders thereof against payment of the agreed consideration therefor in accordance with the Underwriting Agreement and (b) the Shares are duly authorized and, when and if duly issued and delivered and paid for in the manner and for the consideration contemplated by each of the Registration Statement, the Prospectus Supplement and, in the case of the Shares underlying the Representative’s Warrants, the terms of the Representative’s Warrants, the Shares will be validly issued, fully paid and nonassessable.
In addition to the qualifications set forth above, the opinions set forth in this letter are also subject to the following qualifications:
| (i) | We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York. We express no opinion as to the principles of conflict of laws of any jurisdiction, including the laws of the State of New York. |
Manhattan Bridge Capital, Inc.
August 9, 2016
Page 3 of 3
| (ii) | We assume no obligation to supplement our opinions if any applicable law changes after the date of this letter or if we become aware of any facts that might alter the opinions expressed in this letter after the date of this letter. |
| (iii) | We express no opinion on the application of federal or state securities laws to the transactions contemplated in the documents. |
This opinion letter is provided to the Company for its use solely in connection with the transactions contemplated by the Underwriting Agreement and may not be used, circulated, quoted or otherwise relied upon for any other purpose without our express written consent. The only opinion rendered by us consists of that set forth in the fifth paragraph of this letter, and no opinion may be implied or inferred beyond the opinion expressly stated. Our opinion expressed herein is as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect our opinion expressed herein.
We consent to the filing of this opinion letter as an exhibit to a Current Report on Form 8-K to be incorporated by reference into the Registration Statement and to the use of our name under the heading “Legal Matters” in the Prospectus Supplement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Morse, Zelnick, Rose & Lander, LLP
Morse, Zelnick, Rose & Lander, LLP