Attached files
file | filename |
---|---|
S-1 - FORM S-1 - Patriot National, Inc. | d113926ds1.htm |
EX-5.2 - EX-5.2 - Patriot National, Inc. | d113926dex52.htm |
EX-21.1 - EX-21.1 - Patriot National, Inc. | d113926dex211.htm |
EX-23.3 - EX-23.3 - Patriot National, Inc. | d113926dex233.htm |
EX-23.2 - EX-23.2 - Patriot National, Inc. | d113926dex232.htm |
EX-23.1 - EX-23.1 - Patriot National, Inc. | d113926dex231.htm |
EX-10.25 - EX-10.25 - Patriot National, Inc. | d113926dex1025.htm |
Exhibit 5.1
SIMPSON THACHER & BARTLETT LLP
425 LEXINGTON AVENUE
NEW YORK, N.Y. 10017-3954
(212) 455-2000
FACSIMILE (212) 455-2502
January 15, 2016
Patriot National, Inc.
401 East Las Olas Boulevard, Suite 1650
Fort Lauderdale, Florida 33301
Ladies and Gentlemen:
We have acted as counsel to Patriot National, Inc., a Delaware corporation (the Company), in connection with the Registration Statement on Form S-1 (the Registration Statement) filed by the Company with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Act), relating to the sale from time to time by certain selling stockholders of an aggregate of (i) up to 2,500,000 shares (the Stockholder Shares) of Common Stock, par value $0.001 per share, of the Company (the Common Stock), (ii) shares (the Series A Warrant Shares) of Common Stock issuable upon exercise of Series A warrants of the Company (the Series A Warrants) described in the Registration Statement and (iii) shares (the Series B Warrant Shares and, together with the Series A Warrant Shares, the Warrant Shares) of Common Stock issuable upon exercise of Series B warrants of the Company (the Series B Warrants and, together with the Series A Warrants, the Warrants) described in the Registration Statement. The Stockholder Shares and the Warrant Shares may be sold or delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein (the Prospectus) and supplements to the Prospectus pursuant to Rule 415 under the Act.
Patriot National, Inc. |
2 | January 15, 2016 |
We have examined the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.
In rendering the opinion set forth below, we have assumed 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 duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Warrant Shares initially issuable upon the exercise of the Warrants have been duly authorized by the Company and, upon the issuance and delivery of such Warrant Shares by the Company upon the exercise of Warrants and payment of the exercise price therefor in accordance with the terms and conditions of such Warrants, such Warrant Shares will be validly issued, fully paid and nonassessable.
We do not express any opinion herein concerning any law other than the Delaware General Corporation Law.
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the use of our name under the caption Legal Matters in the Prospectus included in the Registration Statement.
Very truly yours,
/s/ Simpson Thacher & Bartlett LLP
SIMPSON THACHER & BARTLETT LLP