Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE DATED DECEMBER 16, 2020 - SharpSpring, Inc. | shsp_ex99-1.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - SharpSpring, Inc. | shsp_ex1-1.htm |
| 8-K - CURRENT REPORT - SharpSpring, Inc. | shsp-20201231.htm |
Exhibit 5.1
December
16, 2020
SharpSpring, Inc.
5001 Celebration Pointe Avenue
Suite 410
Gainesville, Florida 32608
Re:
Registration
Statement on Form S-3 (File No. 333-222850)
Ladies and Gentlemen:
We have acted as counsel for SharpSpring, Inc., a
Delaware corporation (the “Company”), in connection
with (a) the issuance and sale by the Company of up to
1,000,000 shares (the
“Firm Shares”) of the Company’s common stock, par
value $.001 per share (the “Common Stock”), and (b) the
sale by the Selling Stockholder (as defined below) of up to 150,000
additional shares of Common Stock (the “Option Shares”
and, together with the Firm Shares, the “Shares”)
pursuant to an option granted by the Selling Stockholder to the
Underwriters (as defined below), in each case at a public offering
price of $15.00 per share, in accordance with the terms of the
Underwriting Agreement dated as of December 16, 2020 (the
“Underwriting Agreement”) among the Company, Needham
& Company, LLC and Lake Street Capital Markets, LLC, as
representatives of the several other underwriters named in Schedule
I to the Underwriting Agreement (the “Underwriters”),
and the stockholder of the Company named in Schedule II to the
Underwriting Agreement (the “Selling Stockholder”).
In accordance with the
Securities Act of 1933, as amended, and the rules and regulations
of the Securities and Exchange Commission (the
“Commission”) promulgated thereunder, the Company has
prepared and filed with the Commission a Registration Statement on
Form S-3 (File No. 333-222850) (the “Registration
Statement”), including a base prospectus (the “Base
Prospectus”), a preliminary prospectus supplement filed with
the Commission on December 15, 2020 (together with the Base
Prospectus, the “Preliminary Prospectus”) and a final
prospectus supplement filed with the Commission on December 16,
2020 (together with the Base Prospectus, the “Final
Prospectus”), relating to the Shares.
In
our capacity as counsel to the Company in connection with the
registration for sale of the Shares, we have examined: (i)
the Registration Statement, Base Prospectus, Preliminary Prospectus
and Final Prospectus; (ii) the Company’s Certificate of
Incorporation and Bylaws, each as amended to date; (iii) the
Underwriting Agreement; (iv) certain resolutions of the
Company’s Board of Directors and the Pricing Committee
thereof; (v) certain corporate documents and records, certificates
of public officials and certificates of officers of the Company;
and (vi) such other proceedings, documents and records as we have
deemed necessary or advisable for purposes of this
opinion.
December 16, 2020
Page 2
In
all such investigations and examinations, we have assumed the legal
capacity of all natural persons, the genuineness of all signatures,
the authenticity of original and certified documents and the
conformity to original or certified documents of all copies
submitted to us as conformed or reproduction copies. We
further assume that the appropriate action will be taken, prior to
the offer and sale of the Shares, to register and qualify the
Shares for sale under all applicable state securities or
“blue sky” laws.
Based
on the foregoing and subject to the qualifications set forth below,
we are of the opinion that:
1. The
Firm Shares have been duly authorized, and, upon issuance and delivery
against payment therefor in accordance with the terms of the
Underwriting Agreement, will be
validly issued, fully paid and non-assessable;
and
2. The
Option Shares have been duly authorized and are validly issued,
fully paid and non-assessable.
The
foregoing opinions are limited to the General Corporation Law of
the State of Delaware, as currently in effect, and no opinion is
expressed with respect to such laws as subsequently amended, or any
other laws, or any effect that such amended or other laws may have
on the opinions expressed herein.
We
consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading
“Legal Matters” in the Preliminary Prospectus and Final
Prospectus.
Very
truly yours,
/s/ Godfrey & Kahn, S.C.
GODFREY
& KAHN, S.C.