Attached files
| file | filename |
|---|---|
| EX-23.2 - CONSENTS OF EXPERTS AND COUNSEL - RumbleOn, Inc. | rmbl_ex232.htm |
| S-1 - REGISTRATION STATEMENT - RumbleOn, Inc. | rmbl_s1.htm |
| EX-23.1 - CONSENTS OF EXPERTS AND COUNSEL - RumbleOn, Inc. | rmbl_ex231.htm |
| EX-5.2 - OPINION ON LEGALITY - RumbleOn, Inc. | rmbl_ex52.htm |
Exhibit
5.1
 |
Akerman
LLP
Las
Olas Centre II, Suite 1600
350
East Las Olas Boulevard
Fort
Lauderdale, FL 33301-2999
T: 954
463 2700
F: 954
463 2224
|
June 18, 2020
RumbleOn, Inc.
901 W Walnut Hill Lane
Irving, Texas 75038
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 (such registration statement, as
amended, is herein referred to as the “Registration
Statement”), pursuant to which the Company is registering for
resale under the Securities Act of 1933, as amended, an aggregate
of $38,750,000 principal amount of the Company’s 6.75%
Convertible Senior Notes due 2025 (the “Notes”) and up
to 968,750 shares of the Company's Class B Common Stock issuable
upon conversion thereof (the “Shares”), on behalf of
the holders of the Notes. The Notes were issued pursuant to the
Indenture dated January 14, 2020 between the Company and Wilmington
Trust, N.A., Trustee (the “Indenture”).
In
connection with this opinion, we have examined copies of the
Indenture, the Notes and such other documents and have made such
other inquiries and investigations of law as we have deemed
necessary or appropriate to enable us to render the opinion
expressed below. We have assumed the genuineness and authenticity
of all documents submitted to us as originals and the conformity to
originals of all documents submitted to us as copies thereof and
the due authorization, execution and delivery of all documents
where authorization, execution and delivery are prerequisites to
the effectiveness of such documents.
Our
opinion is expressed only with respect to the laws of the State of
New York and the federal laws of the United States of America. We
are not rendering any opinion as to compliance with any antifraud
law, rule or regulation relating to securities, or to the sale or
issuance thereof.
On
the basis of the foregoing and in reliance thereon, we are of the
opinion that the Notes constitute valid and binding obligations of
the Company, enforceable against the Company in accordance with
their terms, except as enforcement thereof may be limited by
applicable bankruptcy, insolvency, fraudulent transfer or
conveyance, reorganization, moratorium or other similar laws
affecting creditors’ rights generally and by general
principles of equity and limitations on availability of equitable
relief, including specific performance (regardless of whether such
enforceability is considered in a proceeding in equity or at
law).
We
assume no obligation to update or supplement this opinion if any
applicable laws change after date of this opinion or if we become
aware after the date of this opinion of any facts, whether existing
before or arising after the date hereof, that might change the
opinions expressly so stated. Without limiting the generality of
the foregoing, we neither express nor imply any opinion regarding
the contents of the Registration Statement, other than as expressly
stated herein with respect to the Notes.
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.
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