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-5.1 - OPINION ON LEGALITY - RumbleOn, Inc. | rmbl_ex51.htm |
Exhibit 5.2
Snell
& Wilmer L.L.P.
Hughes
Center
3883
Howard Hughes Parkway, Suite 1100
Las
Vegas, NV 89169-5958
TELEPHONE:
702.784.5200
FACSIMILE:
702.784.5252
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 Nevada counsel to RumbleOn, Inc., a Nevada corporation
(the “Company”), in connection with the Company's
preparation and filing with the Securities and Exchange Commission
(the "Commission") of a Registration Statement on Form S-1 on the
date hereof (as amended from time to time, the “Registration
Statement”) under the Securities Act of 1933, as amended (the
“Securities Act”).
The
Registration Statement relates to the registration and sale by the
selling securityholders named in the Registration Statement of an
aggregate of $38,750,000 aggregate principal amount of the
Company’s 6.75% Convertible Senior Notes due 2025 (the
“Notes”) and 968,750 shares (the “Shares”)
of the Company’s Class B Common Stock, par value $0.001 per
share (the “Class B Common Stock”), issuable upon
conversion of the Notes.
This
opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act 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 and exhibits thereto, including the
prospectus comprising a part thereof; (ii) the Articles of
Incorporation of the Company, as amended, as currently in effect;
(iii) the Amended Bylaws of the Company, as amended, as currently
in effect; (iv) the Indenture, dated January 14, 2020, by and
between the Company and Wilmington Trust, National Association, as
trustee (the “Trustee”), pursuant to which indenture
the Notes were issued (the “Indenture”); (v) form of
Note attached as Exhibit A to the Indenture, (vi) the Registration
Rights Agreement, dated as of January 14, 2020 (the
“Registration Rights Agreement”); and (vii) certain
resolutions and minutes of meetings of the Board of Directors of
the Company relating to the authorization of the Notes, the
Indenture, the Registration Rights Agreement, the issuance, sale
and registration of resale of the Notes, the reservation, the
issuance upon conversion of the Notes and registration of resale of
the Shares, and other related matters. For the purpose of rendering
this opinion, we have made such factual and legal examinations as
we deemed necessary under the circumstances, and in that connection
therewith we have examined, among other things, originals or
copies, certified or otherwise identified to our satisfaction, of
such documents, corporate records, certificates of public
officials, certificates of officers or other representatives of the
Company, and other instruments and have made such inquiries as we
have deemed appropriate for the purpose of rendering this
opinion.
In our
examination, we have assumed without independent verification 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. In addition, we have
assumed that the Notes were duly authorized and validly issued. We
have also assumed that, upon the issuance of any Shares issuable
upon conversion of the Notes, the total number of shares of Class B
Common Stock issued and outstanding will not exceed the total
number of shares of Class B Common Stock that the Company is then
authorized to issue under its Articles of Incorporation, as
amended. Our opinions are subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and
similar laws affecting creditors’ rights and remedies
generally, and subject, as to enforceability, to general principles
of equity, including principles of commercial reasonableness, good
faith and fair dealing (regardless of whether enforcement is sought
in a proceeding at law or in equity). As to any facts material to
the opinions expressed herein which were not independently
established or verified, we have relied upon oral or written
statements and representations of officers or other representatives
of the Company and others. We have also assumed that (i) the
Indentures were duly authorized by the Company and the Trustee by
all necessary corporate action; (ii) the issuance and terms of the
Notes were duly authorized by the Company by all necessary
corporate action; (iii) the terms of the Notes and of their
issuance and sale were duly established in conformity with the
Indenture so as not to violate any applicable law or result in a
default under or breach of any agreement or instrument binding upon
the Company, so as to be in conformity with the Articles of
Incorporation of the Company, as amended, and the Amended Bylaws of
the Company, as amended, and so as to comply with any requirement,
restriction, consent, approval, license or authorization imposed or
granted by any court or governmental body having jurisdiction over
the Company; (iv) the Notes were duly executed and delivered by the
Company and authenticated by the Trustee pursuant to the Indenture
and delivered against payment therefor; and (v) the Notes
constitute valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their
terms.
On the
basis of, and in reliance on, the foregoing examination and subject
to the assumptions, exceptions, qualifications and limitations
contained herein, we are of the opinion that the Shares to be
resold by the selling securityholders, have been duly and validly
authorized for issuance, and, if and when certificates representing
such Shares have been duly executed, countersigned, registered and
delivered upon conversion of such Notes in accordance with the
terms of such Notes and the Indenture, as described in the
Registration Statement, then such Shares will be validly issued,
fully paid and non-assessable.
We
render this opinion only with respect to the general corporate law
of the State of Nevada as set forth in Chapter 78 of the Nevada
Revised Statutes. We neither express nor imply any obligation with
respect to any other laws or the laws of any other jurisdiction or
of the United States. For purposes of this opinion, we assumed that
the Notes were, and the Shares will be, issued in compliance with
all applicable state securities or blue sky laws.
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.
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
hereby consent to the filing of this opinion with the Commission as
Exhibit 5.2 to the Registration Statement. We also consent to the
reference to our firm under the heading “Legal Matters”
in the Registration Statement. In giving such consent, we do not
thereby concede that we are included in the category of persons
whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Commission promulgated
thereunder.
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Very
truly yours,
/s/
Snell & Wilmer L.L.P.
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