Attached files
Exhibit 5.1
[Locke Lord Bissell & Liddell LLP letterhead]
January 15, 2010
Patriot Risk Management, Inc.
401 East Las Olas Boulevard
Fort Lauderdale, Florida 33301
401 East Las Olas Boulevard
Fort Lauderdale, Florida 33301
Ladies and Gentlemen:
We are acting as special counsel to Patriot Risk Management, Inc., a Delaware corporation (the
Company), in connection with proposed issuance and sale by the Company of up to 19,550,000 shares of
its Common Stock, par value $.001 per share (the Shares), including 2,550,000 shares of its
Common Stock to cover over-allotments, if any, pursuant to a Registration Statement on Form S-1
(File No. 333-150864), (the Registration Statement) originally filed by the Company with the
Securities and Exchange Commission (the Commission) on or about May 13, 2008 under the Securities
Act of 1933, as amended (the Securities Act). The Shares will be sold pursuant to an
Underwriting Agreement (the Underwriting Agreement) to be entered into by and among the Company
and FBR Capital Markets & Co. as representative of the underwriters to be named in the
Underwriting Agreement.
In connection with this opinion, we have examined and are familiar with originals or copies,
certified or otherwise identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as we have deemed necessary or advisable in
connection with this opinion, including, without limitation, (i) the corporate and organizational
documents of the Company, including the Amended and Restated Certificate of Incorporation of the
Company and (ii) minutes and records of the corporate proceedings of the Company with respect to
the issuance and sale of the Shares.
In our examination we have assumed (without any independent investigation) the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted to us as certified
or photostatic copies, the authenticity of originals of such copies and the authenticity of
telegraphic or telephonic confirmations of public officials and others. As to facts material to
our opinion, we have relied upon (without any independent investigation) certificates or
telegraphic or confirmations of public officials and certificates, documents, statements and other
information of the Company or its representatives or officers.
Based upon, subject to and limited by the foregoing, we are of the opinion that the Shares are duly
authorized, and following (i) the effectiveness of the Registration Statement under the Securities
Act, (ii) the execution and delivery by the Company of the Underwriting Agreement, (iii) the
issuance of the Shares pursuant to the terms of the Underwriting Agreement, and (iv) the
Patriot Risk Management, Inc.
January 15, 2010
Page 2
January 15, 2010
Page 2
receipt by the Company of the consideration for the Shares provided for in the Underwriting
Agreement, the Shares will be validly issued, fully paid, and non assessable.
We express no opinion as to the laws of any jurisdiction other than the General Corporation Law of
the State of Delaware, and, accordingly, no opinion is expressed with respect to any matter that
under any document relevant to or covered by this letter is purported to be governed by the laws of
any other jurisdiction.
We undertake no, and disclaim any, obligation to advise you of any change in or any new development
that might affect any matters or opinions set forth herein.
We consent to the reference to our Firm under the heading Legal Matters in the prospectus forming
a part of the Registration Statement, and to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. In giving this opinion, we do not admit that we are within the category of
persons whose consent is required by Section 7 of the Securities Act or the rules and regulations
of Commission promulgated thereunder.
Very truly yours,
LOCKE LORD BISSELL & LIDDELL LLP
/s/ Locke Lord Bissell & Liddell LLP