Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE DATED MAY 11, 2018 - Inuvo, Inc. | innuv_ex99-1.htm |
| EX-10.1 - FORM OF LOCK-UP AGREEMENT - Inuvo, Inc. | innuv_ex101.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - Inuvo, Inc. | innuv_ex1-1.htm |
| 8-K - CURRENT REPORT - Inuvo, Inc. | innuv_8k.htm |
|
EXHIBIT
5.1
PEARLMAN LAW GROUP LLP
Attorneys-at-Law
200 South Andrews Avenue, Suite 901
Fort Lauderdale, Florida 33301-2068
(954) 880-9484
|
May 11,
2018
Inuvo,
Inc.
500
President Clinton Avenue
Suite
300
Little
Rock, Arkansas 72201
Ladies
and Gentlemen:
We have
acted as securities counsel for Inuvo, Inc., a Nevada corporation
(the “Company”), in connection with the
preparation and filing with the Securities and Exchange Commission
(the “Commission”) of a Prospectus Supplement, dated
May 11, 2018 2018 (the “Prospectus Supplement”), to a
Registration Statement (File No. 333-220317) on Form S-3 (the
“Registration Statement”), filed by the Company with
the Commission under the Securities Act of 1933, as amended (the
“Securities Act”). The Prospectus Supplement relates to
the sale of an aggregate of 3,289,000 shares (the
“Shares”) of the Company’s common stock, $0.001
par value per share (the “Common Stock”), including
shares of Common Stock issuable upon the exercise of an
over-allotment option granted to Roth Capital Partners, LLC (the
“Underwriter”) pursuant to an Underwriting Agreement,
dated May 11, 2018, by and between the Company and the Underwriter
(the “Underwriting Agreement”). The Underwriting
Agreement will be filed as an exhibit to a Current Report on Form
8-K and incorporated by reference into the Registration Statement.
This opinion is being rendered in connection with the filing of the
Prospectus Supplement with the Commission. All capitalized terms
used herein and not otherwise defined shall have the respective
meanings given to them in the Registration
Statement.
As
counsel to the Company in connection with the proposed potential
issuance and sale of the above-referenced Shares, we have examined:
(i) the Company’s Articles of Incorporation and Bylaws, each
as amended to date; (ii) certain resolutions of the Board of
Directors of the Company relating to the sale of the Shares; (iii)
the Underwriting Agreement; and (iv) such other proceedings,
documents and records as we have deemed necessary to enable us to
render this opinion.
In our
examination of the above-referenced documents, we have assumed the
genuineness of all signatures, the authenticity of all documents,
certificates and instruments submitted to us as originals and the
conformity with the originals of all documents submitted to us as
copies. We have also assumed the due execution and delivery of all
documents where due execution and delivery are prerequisite to the
effectiveness thereof.
May
11, 2018
Page 2 of
2
Our
opinions expressed herein are subject to the following
qualifications and exceptions: (i) the effect of bankruptcy,
insolvency, reorganization, arrangement, moratorium or other
similar laws relating to or affecting the rights of creditors
generally, including, without limitation, laws relating to
fraudulent transfers or conveyances, preferences and equitable
subordination; (ii) the effect of general principles of equity,
including without limitation concepts of materiality,
reasonableness, good faith and fair dealing (regardless of whether
considered in a proceeding in equity or at law) and (iii) we render
no opinion as to the effect of the laws of any state or
jurisdiction other than the corporate law of the State of
Nevada.
Based
upon the foregoing, we are of the opinion that the Shares, when
issued and sold in accordance with the terms and conditions of the
Underwriting Agreement, will be validly issued, fully paid and
nonassessable.
The
opinion limited to the federal securities laws of the United States
of America and the corporate laws of the State of Nevada and we
express no opinion as to the effect on the matters covered by the
laws of any other jurisdiction. This opinion is expressed as of the
date hereof unless otherwise expressly stated, 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
laws.
We
hereby consent to the use of this opinion as an exhibit to the
Company’s Current Report on Form 8-K dated May 11, 2018,
which is incorporated by reference in the Registration Statement
and to the use of our name under the caption “Legal
Matters” in the Prospectus Supplement. In giving this
consent, we do not admit that we are “experts” within
the meaning of Section 11 of the Securities Act or within the
category of persons whose consent is required by Section 7 of the
Securities Act.
Very
truly yours,
/s/ Pearlman Law Group
LLP
PEARLMAN LAW
GROUP LLP