Attached files
| file | filename |
|---|---|
| S-1/A - SMG Industries Inc. | v187047_s1a.htm |
| EX-4.2 - SMG Industries Inc. | v187047_ex4-2.htm |
| EX-1.1 - SMG Industries Inc. | v187047_ex1-1.htm |
| EX-4.4 - SMG Industries Inc. | v187047_ex4-4.htm |
| EX-4.1 - SMG Industries Inc. | v187047_ex4-1.htm |
| EX-4.3 - SMG Industries Inc. | v187047_ex4-3.htm |
| EX-3.4 - SMG Industries Inc. | v187047_ex3-4.htm |
| EX-4.5 - SMG Industries Inc. | v187047_ex4-5.htm |
| EX-23.1 - SMG Industries Inc. | v187047_ex23-1.htm |
| EX-10.1 - SMG Industries Inc. | v187047_ex10-1.htm |
EXHIBIT
5.1
ELLENOFF
GROSSMAN & SCHOLE LLP
ATTORNEYS
AT LAW
150 EAST
42ND
STREET, 11th
FLOOR
NEW YORK,
NEW YORK 10017
TELEPHONE:
(212) 370-1300 FACSIMILE: (212) 370-7889
www.egsllp.com
_____,
2010
SMG
Indium Resources Ltd.
41
University Drive, Suite 400
Newton,
Pennsylvania 18940
Ladies
and Gentlemen:
Reference is made to the Registration
Statement on Form S-1 (File No. 333-165930), as amended (the “Registration Statement”) filed
by SMG Indium Resources Ltd. (the “Company”), a Delaware
corporation, with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the “Act”), relating to the
offering and sale of (i) 5,000,000 units, with each unit consisting of one share
of the Company’s common stock, par value $.001 per share (the “Common Stock”), and one
warrant to purchase one share of Common Stock (the “Warrants,” and the shares of
Common Stock underlying the Warrants, the “Warrant Shares”), (ii) up to
750,000 units, with each unit consisting of one share of Common Stock and one
Warrant, which the Underwriters (as defined herein) will have a right to
purchase from the Company to cover over-allotments, if any (the “Over-Allotment Units”) (iii)
250,000 units, with each unit consisting of one share of Common Stock and one
Warrant, issuable to Sunrise Securities Corp. and Rodman & Renshaw, LLC, as
representatives of the several underwriters (the “Representative”) are acting as
representatives (collectively, the “Underwriters”) at their option
(the “Purchase Option
Units,” and collectively with the 5,000,000 units to be sold pursuant to
the terms of the Registration Statement and the Over-Allotment Units, the “Units”) for their own account
or that of their designees; (iv) all Common Stock and all Warrants issued as
part of the Units and (v) all Common Stock issuable upon exercise of the
Warrants included in the Units. The Registration Statement also relates to the
public offering by certain selling securityholders of the Company of a total of
2,677,720 shares of Common
Stock for their respective accounts issuable upon conversion of the shares of
Class A Common Stock issued by the Company in the 2009 Private Placement and
exercise of the Warrants issued in the 2009 Private Placement (the “Selling Securityholder
Shares”). All capitalized terms used but not defined herein shall have
the meanings ascribed to such terms in the Registration Statement.
We
have examined such documents and considered such legal matters as we have deemed
necessary and relevant as the basis for the opinion set forth below. With
respect to such examination, we have assumed 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 reproduced or
certified copies, and the authenticity of the originals of those latter
documents. As to questions of fact material to this opinion, we have, to the
extent deemed appropriate, relied upon certain representations of certain
officers and employees of the Company.
Based
upon the foregoing, we are of the opinion that:
1. Units. When the Registration
Statement becomes effective under the Act and when the offering is completed as
contemplated by the Registration Statement, such Units will be validly issued,
fully paid and non-assessable.
2. Common Stock. When the
Registration Statement becomes effective under the Act and when the offering is
completed as contemplated by the Registration Statement, the shares of Common
Stock included as part of the Units will be validly issued, fully paid and
non-assessable.
3. Warrants and Warrant Shares.
When the Registration Statement becomes effective under the Act, when the
warrant agreement under which the Warrants are to be issued (the “Warrant Agreement”) is duly executed
and delivered, and when such Warrants are duly executed and authenticated in
accordance with the Warrant Agreement and issued, delivered, sold and paid for
as part of the Units, as contemplated by the Registration Statement, such
Warrants will be legally binding obligations of the Company in accordance with
its terms, except (a) as such enforceability may be limited by bankruptcy,
insolvency, reorganization or similar laws affecting creditors’ rights generally
and by general equitable principles (regardless of whether enforceability is
considered in a proceeding
in equity or at law); (b) as enforceability of
any indemnification or contribution provision may be limited under the Federal
and state securities laws, and (c) that the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to the equitable
defenses and to the discretion of the court before which any proceeding therefor
may be brought (collectively, the “Exceptions”) and such Warrants
will be duly issued, fully paid and non-assessable, and the Warrant Shares
underlying such Warrants, when duly issued, delivered, sold and paid for upon
exercise of such Warrants, as contemplated by the Warrant Agreement, such
Warrants and the Registration Statement, will be validly issued, fully paid and
non-assessable.
4. Selling Securityholder Shares.
The Selling Securityholder Shares, when issued and delivered upon
conversion of the Class A Common Stock into shares of Common Stock upon the
effectiveness of the Registration Statement or upon exercise of the Warrants
issued in the 2009 Private Placement, as applicable, will be validly issued,
fully paid and non-assessable.
We hereby
consent to the use of this opinion as an exhibit to the Registration Statement,
to the use of our name as your counsel and to all references made to us in the
Registration Statement and in the Prospectus forming a part thereof. In giving
this 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 promulgated thereunder. This opinion is given as of the effective
date of the Registration Statement, and we are under no duty to update the
opinions contained herein.
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Very
truly yours,
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Ellenoff
Grossman & Schole LLP
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