Attached files
file | filename |
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S-1/A - RMG Networks Holding Corp | i12222.htm |
EX-23.3 - RMG Networks Holding Corp | exh23_3.htm |
EX-23.1 - RMG Networks Holding Corp | exh23_1.htm |
EX-23.2 - RMG Networks Holding Corp | exh23_2.htm |
EX-23.4 - RMG Networks Holding Corp | exh23_4.htm |
Exhibit 5.1
June 28, 2013
SCG Financial Acquisition Corp.
500 North Central Expressway, Suite 175
Plano, Texas 75074
Re:
Registration Statement on Form S-1
SCG Financial Acquisition Corp.
Ladies and Gentlemen:
SCG Financial Acquisition Corp., a Delaware corporation (the Company), has filed with the Securities and Exchange Commission a Registration Statement on Form S-1, as amended (Registration No. 333-188414) (the Registration Statement), under the Securities Act of 1933, as amended (the Act). The Registration Statement relates to the registration by the Company of (i) 13,666,666 shares of the Companys common stock, par value $.0001 per share (the Common Stock), which are issuable upon the exercise of outstanding warrants (the Warrant Shares), (ii) 5,066,666 warrants to be offered and sold by the selling security holders identified in the Registration Statement (the Resale Warrants), and (iii) 5,066,666 shares of Common Stock underlying the Resale Warrants and 600,000 shares of Common Stock issued in private transactions, to be offered and sold by the selling security holders identified in the Registration Statement (collectively, the Resale Shares). We have acted as counsel to the Company in connection with the preparation and filing of the Registration Statement.
In connection with the preparation of the Registration Statement and this opinion letter, we have examined, considered and relied upon the following documents (collectively, the Documents):
| (i) | the Companys amended and restated certificate of incorporation ; |
| (ii) | the Companys bylaws; |
| (iii) | resolutions of the board of directors of the Company; |
| (iv) | the form of warrant issued in connection with the Companys initial public offering; |
| (v) | the Registration Statement and exhibits thereto; and |
| (vi) | such other documents and matters of law as we have considered necessary or appropriate for the expression of the opinions contained herein. |
In rendering the opinions set forth below, we have assumed without investigation the genuineness of all signatures and the authenticity of all Documents submitted to us as originals, the conformity to authentic original documents of all Documents submitted to us as copies, and the veracity of the Documents. As to questions of fact material to the opinions hereinafter expressed, we have relied upon the representations and warranties of the Company made in the Documents and upon statements of officers of the Company.
Based upon the foregoing examination, and subject to the qualifications set forth below, we are of the opinion that (i) the Warrant Shares have been duly authorized and, upon issuance in accordance with the terms of the applicable warrants and any applicable agreements including receipt of the consideration contemplated thereby, will be validly issued, fully paid and nonassessable, (ii) the Resale Warrants constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and (iii) the Resale Shares are validly issued, fully paid and are nonassessable.
The opinions expressed above are limited to the General Corporation Law of the State of Delaware which includes the statutory provisions thereof as well as all applicable provisions of the Constitution of the State of Delaware and reported judicial decisions interpreting these laws. Our opinion is rendered only with respect to laws, and the rules, regulations and orders thereunder, which are currently in effect.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption Legal Matters in the prospectus comprising a part of the Registration Statement. In giving this consent, we do not thereby admit that we are included within the category of persons whose consent is required by Section 7 of the Act and the rules and regulations promulgated thereunder.
| Very truly yours, |
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| /s/ Greenberg Traurig, LLP |
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| GREENBERG TRAURIG, LLP |