Attached files
October
12, 2018
Bridgeline Digital, Inc.
80 Blanchard Road
Burlington, MA 01803
Re: Registration
Statement on Form S-1
Ladies and Gentlemen:
Reference is made to the Registration Statement on
Form S-1, as amended, File No. 333-227430 (the
“Registration
Statement”), filed with
the Securities and Exchange Commission (“Commission”) by Bridgeline Digital, Inc., a Delaware
corporation (the “Company”), under the Securities Act of 1933, as
amended (the “Act”), covering the issuance and sale by the
Company of up to (i) $7,187,500 in Class A Units (the
“Class A
Units”), with each
Class A Unit consisting of one share of the Company’s
common stock, par value $0.001 per share
(“Common
Stock”), and a warrant to
purchase one share of Common Stock, (ii) $7,187,500
in Class B Units (the “Class B
Units”, and collectively
with the Class A Units, the “Units”), with each Class B Unit consisting
of one share of the Company’s Series B Convertible Preferred
Stock, par value $0.001 per share (“Series B Preferred
Stock”) and a warrant to
purchase one share of Common Stock, (iii) shares of Common
Stock issuable upon conversion of the shares of Series B Preferred
Stock (the “Conversion
Shares”), and
(iv) shares of Common Stock issuable upon exercise of the
warrants (the “Warrant
Shares”) issued as a part
of each Class A Units and the Class B Units (each a
“Warrant” and collectively, the
“Warrants”).
The Units are to be sold by the Company pursuant
to an underwriting agreement (the “Underwriting
Agreement”) to be entered
into by and between the Company and ThinkEquity, a Division of
Fordham Financial Management, Inc. the form of which is being filed
as Exhibit 1.1 to the Registration Statement. The securities being
offered include up to $937,500 of additional shares of
Common Stock (“Option
Shares”) and/or additional Warrants
(“Option
Warrants”), which equals approximately 15% of the
Common Stock, Warrants and/or Common Stock issuable upon conversion
of the Series B Preferred Stock included in the Class B Units sold
in the offering, solely to cover over-allotments, if
any.
The Company is also registering warrants to
purchase shares of Common Stock of the Company to be issued to the
representative of the underwriters as additional compensation
pursuant to the Underwriting Agreement (the
“Representative’s
Warrant”), as well as the
shares of Common Stock issuable upon exercise of the
Representative’s Warrant (the “Representative’s Warrant
Shares”), with a proposed
maximum aggregate offering price of $390,625. The Units, Common
Stock, Series B Preferred Stock, Warrants Shares, Conversion
Shares, Warrants, Option Shares, Option Warrants,
Representative’s Warrant, and Representative’s Warrant
Shares are collectively referred to herein as the
“Securities”). The Securities are to be offered and
sold in the manner described in the Registration Statement and the
related prospectus included therein (the “Prospectus”).
In connection with this opinion, we have examined
originals or copies, certified or otherwise identified to our
satisfaction, of: (i) the Amended and Restated Certificate of
Incorporation of the Company, as amended through the date hereof;
(ii) the Amended and Restated Bylaws of the Company, as
amended through the date hereof; (iii) the Certificate of
Designation of Series B Convertible Preferred Stock (the
“Certificate of
Designation”) to be filed
with the Secretary of State of the State of Delaware,
(iv) certain resolutions of the Board of Directors of the
Company (the “Board”) relating to the issuance, sale and
registration of the Securities; (v) the Registration
Statement; (vi) the Prospectus; and (vii) the Underwriting
Agreement. In addition, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of certain
other corporate records, documents, instruments and certificates of
public officials and of the Company, and we have made such
inquiries of officers of the Company and public officials and
considered such questions of law as we have deemed necessary for
purposes of rendering the opinions set forth herein. Our opinions
are limited to the matters stated herein and no opinion is implied
or may be inferred beyond the matters expressly stated. As to
certain factual matters, we have relied upon a certificate of an
officer of the Company and have not sought to independently verify
such matters.
In
rendering our opinion set forth below, we have assumed that
(i) each document submitted to us is accurate and complete;
(ii) each such document that is an original is authentic;
(iii) each such document that is a copy conforms to an
authentic original; and (iv) all signatures (other than
signatures on behalf of the Company) on each such document are
genuine. We have further assumed the legal capacity of natural
persons, and we have assumed that each party to the documents we
have examined or relied on (other than the Company) has the legal
capacity or authority and has satisfied all legal requirements that
are applicable to that party to the extent necessary to make such
documents enforceable against that party. We have further
assumed that the Company will not in the future issue or otherwise
make unavailable so many shares of Common Stock that there are
insufficient remaining authorized but unissued shares of Common
Stock for issuance pursuant to exercise of the Warrants or, if
issued, the Option Warrants. We have also assumed that all of
the shares of Common Stock issuable or eligible for issuance
pursuant to exercise of the Warrants or, if issued, the Option
Warrants, following the date hereof will be issued for not less
than par value. We have not verified any of those
assumptions.
Based
upon, subject to and limited by the foregoing, we are of the
opinion that (i) the shares of Common Stock included in the
Class A Units and those shares of Common Stock issuable as
Option Shares, when issued against payment therefor as set forth in
the Registration Statement, will be validly issued, fully
paid and non-assessable; (ii) the shares
of Series B Preferred Stock included in the Class B Units,
when issued against payment therefor as set forth in the
Registration Statement following the filing of the Certificate of
Designation with the Secretary of State of the State of Delaware,
will be validly issued, fully
paid and non-assessable; (iii) the Conversion
Shares, when issued upon conversion of the shares of Series B
Preferred Stock in accordance with the provisions set forth in the
Certificate of Designation to be filed with the Secretary of State
of the State of Delaware, will be validly issued, fully
paid and non-assessable (iv) the Warrants,
including the Option Warrants, when issued as set forth in the
Registration Statement will be legal, valid and binding obligations
of the Company, enforceable against the Company in accordance with
their terms; (v) the Warrant Shares, when issued upon exercise
of the Warrants and/or the Option Warrants against payment therefor
as set forth in the Registration Statement, will be validly issued,
fully paid and non-assessable; (vi) the
Class A Units, when duly delivered by the Company against the
payment of consideration therefor and as contemplated in the
Registration Statement, will constitute valid and legally binding
obligations of the Company; (vii) the Class B Units, when
duly delivered by the Company against the payment of consideration
therefor and as contemplated in the Registration Statement
following the filing of the Certificate of Designation with the
Secretary of State of the State of Delaware, will constitute valid
and legally binding obligations of the Company; (viii) the
Representative’s Warrant, when executed and delivered by the
Company in accordance with and in the manner described in the
Registration Statement and the Underwriting Agreement, will
constitute a valid and binding agreement of the Company enforceable
against the Company in accordance with its terms; and (ix) the
Representative’s Warrant Shares have been duly authorized for
issuance and, when issued and sold by the Company and delivered by
the Company upon valid exercise thereof and against receipt of the
exercise price therefor, in accordance with and in the manner
described in the Registration Statement and the
Representative’s Warrant, will be validly issued, fully paid
and non-assessable.
The opinion rendered
herein is limited to the Delaware General Corporation Law and the federal
laws of the United States of America, as in effect on the date
hereof.
We
hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the
caption “Legal Matters” in the Prospectus. In giving
such permission, we do not admit hereby that we come within the
category of persons whose consent is required under Section 7
of the Act, or the rules and regulations of the Commission
thereunder.
Very
truly yours,
/s/
Disclosure Law Group
Disclosure
Law Group,
a
Professional Corporation
