May 11 , 2017

Frankly Inc.

333 Bryant Street, Suite 240

San Francisco, CA 94107

Dear Sirs:

Re: Frankly Inc. Public offering of common shares

You have requested our opinion with respect to certain matters in connection with the filing by Frankly Inc., a corporation governed by the laws of British Columbia (the “ Company “), of a Registration Statement on Form S-1 dated November 14, 2016, as amended on January 11, 2017 and as further amended on February 1, 2017, April 18, 2017 and May 11 , 2017 (the “Registration Statement”) with the Securities and Exchange Commission, covering an underwritten public offering of up to an aggregate of 2,760,000 common shares in the capital of the Company, which includes up to 2,400,000 common shares in the capital of the Company to be sold by the Company (the “Company Shares”) and up to an additional 360,000 common shares in the capital of the Company that may be sold by the Company pursuant to the exercise of an over-allotment option granted to the underwriter (the “Over-Allotment Shares” and, together with the Company Shares, the “Shares”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectus, (b) the Company’s Notice of Articles and Articles, as currently in effect, and (c) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies where due execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of officers of the Company and have not sought to independently verify such matters. Our opinion is expressed only with respect to the laws of the Province of British Columbia.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Company Shares and the Over-Allotment Shares have been duly authorized, and upon the receipt of the consideration therefor in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and non-assessable.

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We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and related prospectus and the reference to our firm under the caption “Legal Matters” in the Registration Statement. This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.

Yours truly,

/s/ Fasken Martineau DuMoulin LLP