Attached files
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S-1/A - FORM S-1/A - RumbleOn, Inc. | rmbl_s1.htm |
Exhibit
5.1
Akerman
LLP
Las
Olas Centre II, Suite 1600
350
East Las Olas Boulevard
Fort
Lauderdale, FL 33301-2999
Tel:
954.463.2700
Fax:
954.463.2224
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September
28, 2017
RumbleOn, Inc.
4521 Sharon Road
Suite 370
Charlotte, North Carolina 28211
Re:
Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted
as counsel to RumbleOn, Inc., a Nevada corporation (the "Company"),
in connection with the preparation and filing with the Securities
and Exchange Commission (the "Commission") of a Registration
Statement on Form S-1, Registration No. 333-220308 (such
registration statement, as amended, and including any registration
statement related thereto and filed pursuant to Rule 462(b) under
the Act (a “Rule 462(b) registration statement”) is
herein referred to as the “Registration Statement”),
pursuant to which the Company is registering under the Securities
Act of 1933, as amended (the "Act"),
2,300,000 shares of Class B
Common Stock, par value $0.001 per share, of the Company (the
"Class B Common Stock"). The Class B Common Stock is to be sold
pursuant to an underwriting agreement (the “Underwriting
Agreement”) to be entered into by and between the Company and
Roth Capital Partners, LLC and Maxim Group LLC (the
“Representatives”), as representatives of the several
underwriters named in Schedule I thereto (the
“Underwriters”), the form of which agreement is filed
as an exhibit to the Registration Statement. All of the Class B
Common Stock is being registered for sale to the Underwriters by
the Company. The Company is also registering warrants to purchase
shares of Class B Common Stock to be issued to the Representatives
(the “Representatives' Warrants”) as well as an
aggregate of 172,500 shares
of Class B Common Stock issuable upon exercise of the
Representatives' Warrants (the “Representatives' Warrant
Shares”). This opinion is being rendered in connection with
the filing of the Registration Statement. All capitalized terms
used herein and not otherwise defined shall have the respective
meanings given to them in the Registration Statement.
In
connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of: (i) the
Registration Statement as filed with the Commission on September 1,
2017 under the Act; (ii) Amendment No. 1 to the Registration
Statement as filed with the Commission on September 27, 2017 under
the Act; (iii) Amendment No. 2 to the Registration Statement
as filed with the Commission on September 28, 2017 under the
Act; (iv) the form of Underwriting Agreement;
(v) the Articles of Incorporation of the Company, as amended, as
currently in effect; (vi) the By-Laws of the Company,
as amended, as currently in effect; and (vii) certain
resolutions and minutes of meetings of the Board of Directors of
the Company relating to (A) the issuance and sale of the Class B
Common Stock, (B) the issuance of the Representatives' Warrants,
(C) the specimen Class B Common Stock certificate, (D) the form of
the Representatives' Warrants, and (E) other related matters. We
have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and
such agreements, certificates of public officials, certificates of
officers or other representatives of the Company and others, and
such other documents, certificates and records as we have deemed
necessary or appropriate as a basis for the opinion set forth
herein.
akerman.com
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RumbleOn,
Inc.
September
28, 2017
Page
2
In our
examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as facsimile,
electronic, certified, conformed or photostatic copies, and the
authenticity of the originals of such copies. In making our
examination of executed documents, we have assumed that the parties
thereto, other than the Company, had the power, corporate or other,
to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or
other, and the execution and delivery by such parties of such
documents and the validity and binding effect thereof on such
parties. As to any facts material to the opinion expressed herein
which we have not independently established or verified, we have
relied upon statements and representations of officers and other
representatives of the Company and others.
Based
upon the foregoing and subject to the limitations set forth below,
we are of the opinion that, when the Registration Statement becomes
effective under the Act and the Underwriting Agreement has been
duly executed and delivered, (i) the Class B Common Stock, when
issued by the Company and delivered by the Company against payment
therefor as contemplated by the Underwriting Agreement, will be
duly and validly issued, fully paid and non-assessable, (ii)
provided that the Representatives' Warrants have been duly
executed, issued and delivered by the Company against payment
therefor, as described in the Registration Statement and
Underwriting Agreement, the Representatives' Warrants will be valid
and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, reorganization, insolvency,
moratorium, fraudulent conveyance, debtor and creditor, and similar
laws which relate to or affect creditors' rights generally, and by
general principles of equity (including without limitation,
concepts of materiality, reasonableness, good faith and fair deal
regardless of whether considered in a proceeding in equity or at
law), and (iii) the Representatives' Warrant Shares, when issued
and paid for in accordance with the terms of the Representatives'
Warrants will be duly and validly issued, fully paid and
non-assessable.
We are
attorneys licensed in Florida, and as such, the opinion herein
assumes the laws of the state of Nevada are identical to those of
Florida and we express no opinion as to the laws of any other
jurisdiction, other than the federal
securities laws of the United States of
America.
We are
opining only as to matters expressly set forth herein, and no
opinion should be inferred as to any other matters. This opinion is
rendered as of the date hereof and is based upon currently existing
statutes, rules, regulations and judicial decisions. We disclaim
any obligation to advise you of any change in any of these sources
of law or subsequent legal or factual developments that affect any
matters or opinions set forth herein.
We
understand that you wish to file this opinion as an exhibit to the
Registration Statement, and we hereby consent thereto. We hereby
further consent to the reference to us under the caption "Legal
Matters" in the prospectus included in the Registration Statement
and in any Rule 462(b) registration statement. In giving such
consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.
Very truly yours,
/s/
AKERMAN LLP