Attached files
| file | filename |
|---|---|
| S-1 - FORM S-1 - Atlas Financial Holdings, Inc. | forms-12012.htm |
| EX-23.2 - CONSENT OF KPMG - Atlas Financial Holdings, Inc. | kpmgconsent.htm |
| EX-23.1 - CONSENT OF JOHNSON LAMBERT - Atlas Financial Holdings, Inc. | jlcoconsent.htm |
| EX-5.1 - OPINION OF CONYERS DILL PEARLMAN - Atlas Financial Holdings, Inc. | exhibit51-opinionofconyers.htm |
Exhibit 5.2
ELLENOFF GROSSMAN & SCHOLE LLP
150 EAST 42ND STREET
NEW YORK, NEW YORK 10017
TELEPHONE: (212) 370-1300 FACSIMILE: (212) 370-7889
www.egsllp.com
August 13, 2012
Atlas Financial Holdings, Inc.
150 NW Point Boulevard
Elk Grove Village, IL 60007
Re: Registration Statement of Atlas Financial Holdings, Inc.
Ladies and Gentlemen:
We are familiar with the Registration Statement on Form S-1 (the “Registration Statement”) to which this opinion is an exhibit, which Registration Statement is being filed by Atlas Financial Holdings, Inc., a Cayman Islands company (the “Company”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended. The Registration Statement relates to the public offering by certain selling stockholders of the Company named in the Registration Statement of a total of 13,804,861 shares (the “Shares”) of Company ordinary shares, $0.001 par value per share, for their respective accounts. This opinion is being given in accordance with the Legal Matters section of the Registration Statement, as it pertains to the portions of New York law set forth below.
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 on the foregoing and in reliance thereon, we are of the opinion that when the Registration Statement becomes effective under the Securities Act of 1933, as amended, and when the offering is completed as contemplated by the Registration Statement, the Shares will be validly issued, fully paid and non-assessable.
Notwithstanding anything in this letter which might be construed to the contrary, our opinions expressed herein are limited to the laws of the State of New York. We express no opinion with respect to the applicability to, or the effect on, the subject transaction of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state other than the State of New York. The opinion expressed herein is based upon the law of the State of New York in effect on the date hereof and as of the effective date of the Registration Statement, and we assume no obligation to revise or supplement this opinion after the effective date of the Registration Statement should such law be changed by legislative action, judicial decision, or otherwise. Except as expressly set forth in our opinion above: (i) we express no opinion as to whether the laws of any other jurisdiction are applicable to the subject matter hereof, and (ii) we express no opinion as to compliance with any other federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.
We hereby consent to the filing of this opinion as Exhibit 5.2 to the Registration Statement and to the reference to our firm under “Legal Matters” in the related prospectus. 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.
Very truly yours, | |
/s/ Ellenoff Grossman & Schole LLP | |
Ellenoff Grossman & Schole LLP | |