Attached files
| file | filename |
|---|---|
| 8-K - EDELMAN FINANCIAL GROUP INC. | v168813_8k.htm |
| EX-4.2 - EDELMAN FINANCIAL GROUP INC. | v168813_ex4-2.htm |
Exhibit 5.1
John T.
Unger
Senior
Vice President and General Counsel
600
Travis, Suite 5800
Houston,
Texas 77002
Telephone:
713-993-4645
john.unger@smhgroup.com
December
11, 2009
Sanders
Morris Harris Group Inc.
600
Travis, Suite 5800
Houston,
Texas 77002
|
|
Re:
|
Registration
Statement on Form S-3
|
Ladies
and Gentlemen:
I have
acted as counsel for Sanders Morris Harris Group Inc., a Texas corporation (the
“Company”), and am
issuing this opinion in connection with a prospectus supplement dated December
11, 2009 (the “Prospectus
Supplement”), relating to the Company’s Registration Statement on Form
S-3 (File No. 333-155455)(the “Registration Statement”) filed
by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the
Securities Act of 1933, as amended (the “Securities Act”), with respect
to (i) an initial offering of (a) 1,071, 429 shares of the Company’s
common stock, par value $.01 per share (the “Common Stock”), (b) a
warrant representing rights to purchase 1,304,347 shares of the Company’s common
stock (the “Warrant”),
(c) 1,304,347 shares of the Company’s Common Stock issuable upon exercise
of the Warrant (the “Warrant
Shares”); and (d) the additional shares of the Company’s Common
Stock issuable under the terms of the Agreement dated November 8, 2009 (the
“Agreement”), between
the Company and Fletcher International, Ltd. under certain circumstances (the
“Additional
Shares”).
I have
examined originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement and the Prospectus Supplement,
(ii) the Common Stock Purchase Warrant filed as Exhibit A to
Exhibit 4.1 to the Current Report on Form 8-K of the Company filed on
November 12, 2009, (iii) the Articles of Incorporation and Bylaws of the
Company, each as amended to date and (iv) such other certificates, statutes and
other instruments and documents as we considered appropriate for purposes of the
opinions hereafter expressed. I have relied on certificates of officers of the
Company and of public officials and others as to certain matters of fact
relating to this opinion and have made such investigations of law as we have
deemed necessary and relevant as a basis hereof. In such examinations, I have
assumed the legal capacity of all natural persons, the genuineness of all
signatures, the authenticity of all documents, certificates and records
submitted to us as originals, the conformity to authentic original documents,
certificates and records of all documents, certificates and records submitted to
us as copies, the truthfulness of all statements of fact contained therein, and
the due authorization, execution and delivery of all documents where
authorization, execution and delivery are prerequisites to the effectiveness of
such documents. In making my examination of executed documents or documents to
be executed, I have assumed that they constitute or will constitute valid,
binding and enforceable obligations of all parties thereto, other than the
Company.
Sanders
Morris Harris Group Inc.
December
11, 2009
Page
2
My
opinion herein is expressed solely with respect to the federal laws of the
United States and the laws of the State of Texas. Further, I note that the
Warrant is governed by the laws of the State of New York. Accordingly, in
rendering the opinion expressed below, to the extent that the laws of the State
of New York govern the matters as to which such opinion is expressed, I have
assumed that such laws are the same as the laws of the State of Texas. I express
no opinion as to whether the laws of any jurisdiction are applicable to the
subject matter hereof. I am not rendering any opinion as to compliance with any
federal or state law, rule or regulation relating to securities, or to the sale
or issuance thereof.
On the
basis of the foregoing, I am of the opinion that (i) the Common Stock when
sold in accordance with the Registration Statement and the Prospectus
Supplement, will be duly authorized, validly issued, fully paid and
non-assessable, (ii) provided that the Warrant has been duly executed and
delivered by the Company and duly delivered to the purchaser thereof against
payment therefor, the Warrant when issued and sold as contemplated in the
Registration Statement and the Prospectus Supplement, will be a valid and
legally binding obligation of the Company, enforceable against the Company in
accordance with their respective terms, except as enforcement thereof may be
limited by bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or affecting creditors’ rights generally and by general
equitable principles and limitations on availability of equitable relief,
including specific performance (regardless of whether such enforceability is
considered in a proceeding at law or in equity), and (iii) the Warrant
Shares and the Additional Shares, when issued and delivered upon exercise of the
Warrant and in accordance with the terms of the Agreement, respectively, in
accordance with the terms thereof, will be duly authorized, validly issued,
fully paid and non-assessable.
I hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference made to us under the caption “Legal Opinions” in
the Prospectus Supplement constituting part of the Registration
Statement.
Very
truly yours,
/s/ John
T. Unger