Attached files
Exhibit 5.1
October 9, 2018
Bridgeline Digital, Inc.
80 Blanchard Road
Burlington, MA 01803
Re: Registration Statement
on Form S-1
Ladies and Gentlemen:
Reference is made to the Registration Statement on
Form S-1, as amended, File No. 333-227430 (the “Registration
Statement”), filed with
the Securities and Exchange Commission by Bridgeline Digital, Inc.,
a Delaware corporation (the “Company”), under the Securities Act of 1933, as
amended (the “Act”), covering the issuance and sale by the
Company of shares of common stock, par value $0.001 (the
“Common Stock”), with a proposed maximum aggregate
offering price of $7,187,500 (the “Shares”), including up to $937,500 of shares of
Common Stock issuable upon the exercise of an over-allotment option
granted by the Company to the underwriters to purchase additional
shares of Common Stock. The Shares are to be sold by the Company
pursuant to an underwriting agreement (the
“Underwriting
Agreement”) to be entered
into by and between the Company and ThinkEquity, a Division of
Fordham Financial Management, Inc., the form of which is being
filed as Exhibit 1.1 to the Registration Statement. The Company is
also registering warrants to purchase shares of Common Stock of the
Company to be issued to the representative of the underwriters as
additional compensation pursuant to the Underwriting Agreement (the
“Representative’s
Warrant”), as well as the
shares of Common Stock issuable upon exercise of the
Representative’s Warrant (the “Representative’s Warrant
Shares”), with a proposed
maximum aggregate offering price of $390,625.
Based
upon and subject to the foregoing, we are of the opinion that: (i)
the Shares have been duly authorized for issuance and, when issued,
delivered and paid for in accordance with the terms of the
Underwriting Agreement, the Shares will be validly issued, fully
paid and non-assessable; (ii) the Representative’s Warrant,
when executed and delivered by the Company in accordance with and
in the manner described in the Registration Statement and the
Underwriting Agreement, will constitute a valid and binding
agreement of the Company enforceable against the Company in
accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, moratorium and similar laws
affecting creditors’ rights generally and equitable
principles of general applicability; and (iii) the
Representative’s Warrant Shares have been duly authorized for
issuance and, when issued and sold by the Company and delivered by
the Company upon valid exercise thereof and against receipt of the
exercise price therefor, in accordance with and in the manner
described in the Registration Statement and the
Representative’s Warrant, will be validly issued, fully paid
and non-assessable.
We
consent to the inclusion of this opinion as an exhibit to the
Registration Statement and further consent to all references to us
under the caption “Legal Matters” in the Prospectus. In
giving this consent, we do not admit that we are in the category of
persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the
Commission.
Very
truly yours,
Disclosure
Law Group,
a
Professional Corporation
By: /s/
Daniel W. Rumsey Esq.
Daniel
W. Rumsey, Esq.
