SIEGEL, LIPMAN & SHEPARD, LLP 

 5355 Town Center Road, Suite 801 

 Boca Raton, FL 33486 

 November 17, 2017 

 Korth Direct Mortgage, LLC 

 2937 SW 27^th Avenue, Suite 307 

 Miami, FL 33133 

Re:

Korth Direct Mortgage, LLC – Registration Statement on Form S-1

 

 Ladies and Gentlemen: 

 We have examined instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed (a) the authenticity of original documents and the genuineness of all signatures, (b) the conformity to the originals of all documents submitted to us as copies and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.  As to all matters of fact, we have relied on the representations and statements of fact made in the documents so reviewed, and we have not independently established the facts so relied on. 

 For purposes of this opinion letter, we have assumed that (i) the issuance, sale, amount and terms of the Debt Securities will have been duly authorized and established by proper action of the members and managers of the Company (“Board Action”) consistent with the procedures and terms described in the indenture, dated November 17, 2017, between the Company and Delaware Trust Company, as trustee (the “Indenture” and, with respect to Delaware Trust Company, the “Indenture Trustee”), and in accordance with the Company’s articles of organization and operating agreement, and the Florida Revised Limited Liability Company Act, in a manner that does not violate any law, government or court-imposed order or restriction or agreement or instrument then binding on the Company or otherwise impair the legal or binding nature of the obligations represented by the Debt Securities; (ii) at the time of offer, issuance and sale of the Debt Securities, the Registration Statement will have been declared effective under the Act, and no stop order suspending its effectiveness will have been issued and remain in effect; (iii) the Debt Securities will be issued pursuant to the Indenture, which Indenture is filed as Exhibit 4.1 to the Registration Statement; (iv) the Indenture will be qualified under the Trust Indenture Act of 1939, as amended; (v) the Debt Securities will be delivered against payment of valid consideration therefor and in accordance with the terms of the applicable Board Action authorizing such sale and any applicable underwriting agreement or purchase agreement and as contemplated by the Registration Statement; and (vi) the Company will remain a Florida limited liability company. 

 

 We assume for purposes of this opinion that the Indenture Trustee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; that the Indenture Trustee is duly qualified to engage in the activities contemplated by the Indenture; that the Indenture Trustee has been duly authorized, executed and delivered by the Indenture Trustee and constitutes the legal, valid and binding obligation of the Indenture Trustee enforceable against the Indenture Trustee in accordance with its terms; that the Indenture Trustee is in compliance, with respect to performance of its obligations under the Indenture, with all applicable laws and regulations; and that the Indenture Trustee has the requisite organizational and legal power and authority to perform its obligations under the Indenture. 

 Based upon, subject to and limited by the foregoing, we are of the opinion that when the issuance of the Debt Securities has been duly authorized by appropriate Board Action of the Company and the Debt Securities, in the form included in the Indenture filed as an exhibit to the Registration Statement, have been duly completed, executed, authenticated and delivered in accordance with the Indenture and sold and delivered as described in the Registration Statement and the prospectus contained therein, the Debt Securities will be legal, valid and binding obligations of the Company, entitled to the benefits of the Indenture. 

 We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement and the use of our name wherever it appears in the Registration Statement, the prospectus, and in any amendment thereto. In giving such consent, we do not believe that we are "experts" within the meaning of such term used in the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.