Attached files
Exhibit 5.1
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QUICK LAW GROUP
PC
1035 PEARL
STREET
SUITE
403
BOULDER, CO
80302
Phone:
720.259.3393
Facsimile:
303.845.7315
August
17, 2018
Issuer
Direct Corporation
500
Perimeter Park Drive
Suite
D
Morrisville,
North Carolina 27560
Ladies
and Gentlemen:
We
have acted as counsel to Issuer Direct Corporation, a Delaware
corporation (the “Company”), in connection with the
preparation and filing of a prospectus supplement dated August 17,
2018 (the “Prospectus Supplement”) to the prospectus
dated August 2, 2018 (together, the “Prospectus”)
relating to the offer and sale by the Company, pursuant to that
certain Underwriting Agreement dated August 17, 2018 (the
“Underwriting Agreement”), between the Company and
Northland Securities, Inc. (the “Underwriter”), of
806,451 shares of the Company’s common stock, $0.001 par
value per share (the “Common Stock”), together with
120,967 shares of Common Stock for which the Underwriter has been
granted an option to purchase (collectively, the
“Shares”). The Prospectus forms a part of the
Company’s registration statement on Form S-3
(No. 333-226530) (the “Registration Statement”),
filed with the Securities and Exchange Commission (the
“Commission”) pursuant to the Securities Act of 1933,
as amended (the “Securities Act”), which was declared
effective by the Commission on August 13, 2018.
We
have examined the Registration Statement, the Prospectus, the
Underwriting Agreement, the amended and restated bylaws of the
Company, as amended to date, the certificate of incorporation of
the Company, as amended to date, and the proceedings taken by the
Company in connection with the authorization of the Shares. We also
have examined the originals, or duplicates or certified or
conformed copies, of such corporate and other records, agreements,
documents and other instruments and have made such other
investigations as we have deemed relevant and necessary in
connection with the opinions hereinafter set forth. As to questions
of fact material to this opinion, we have relied upon certificates
or comparable documents of public officials and of officers and
representatives of the Company, without any independent
verification thereof.
In
rendering the opinions set forth below, we have assumed the
accuracy and truthfulness of all public records of the Company and
of all certifications, documents and other proceedings examined by
us that have been produced by officials of the Company acting
within the scope of their official capacities, without verifying
the accuracy or truthfulness of such representations, and 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 the originals of such latter
documents.
Based
upon the foregoing, and subject to the qualifications, assumptions
and limitations stated herein, we are of the opinion that the
Shares have been duly authorized and upon payment therefor and
delivery thereof in accordance with the terms of the Underwriting
Agreement, the Shares will be validly issued, fully paid and
nonassessable (i) if in the event issued as certificated
shares, when certificates representing such Shares have been duly
executed by the President or a Vice President of the Company and by
the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of the Company, countersigned and registered by
the Company’s transfer agent/registrar and delivered on
behalf of the Company, or (ii) if in the event issued as
uncertificated shares, upon book entry registration and issuance by
the Company’s transfer agent and registrar.
We
do not express any opinion herein concerning any law other than the
Delaware General Corporation Law, and we express no opinion as to
the effects of any other laws.
We
hereby consent to the filing of this opinion letter as
Exhibit 5.1 to the Company’s Current Report on
Form 8-K filed as of the date hereof and to the use of our
name under the caption “Legal Matters” in the
Prospectus Supplement. In giving this consent, we do not hereby
admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the
rules and regulations of the Commission.
This
opinion is furnished to you in connection with the filing of the
Prospectus Supplement. This opinion is limited to the specific
issues addressed herein, and no opinion may be inferred or implied
beyond that expressly stated herein. This opinion speaks only as of
the date hereof and we assume no obligation to revise or supplement
this opinion thereafter.
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Very
truly yours,
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/s/
Quick Law Group PC
Quick
Law Group PC
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