Federal Life Group, Inc. - FORM S-1 - EX-5.1 - EXHIBIT 5.1 - October 11, 2018

Attached files

file filename
EX-3.2 - EXHIBIT 3.2 - Federal Life Group, Inc.tv503091_ex3-2.htm
EX-99.6 - EXHIBIT 99.6 - Federal Life Group, Inc.tv503091_ex99-6.htm
EX-99.5 - EXHIBIT 99.5 - Federal Life Group, Inc.tv503091_ex99-5.htm
EX-99.4 - EXHIBIT 99.4 - Federal Life Group, Inc.tv503091_ex99-4.htm
EX-99.3 - EXHIBIT 99.3 - Federal Life Group, Inc.tv503091_ex99-3.htm
EX-99.2 - EXHIBIT 99.2 - Federal Life Group, Inc.tv503091_ex99-2.htm
EX-99.1 - EXHIBIT 99.1 - Federal Life Group, Inc.tv503091_ex99-1.htm
EX-23.2 - EXHIBIT 23.2 - Federal Life Group, Inc.tv503091_ex23-2.htm
EX-23.1 - EXHIBIT 23.1 - Federal Life Group, Inc.tv503091_ex23-1.htm
EX-21.1 - EXHIBIT 21.1 - Federal Life Group, Inc.tv503091_ex21-1.htm
EX-10.9 - EXHIBIT 10.9 - Federal Life Group, Inc.tv503091_ex10-9.htm
EX-10.8 - EXHIBIT 10.8 - Federal Life Group, Inc.tv503091_ex10-8.htm
EX-10.7 - EXHIBIT 10.7 - Federal Life Group, Inc.tv503091_ex10-7.htm
EX-10.6 - EXHIBIT 10.6 - Federal Life Group, Inc.tv503091_ex10-6.htm
EX-10.5 - EXHIBIT 10.5 - Federal Life Group, Inc.tv503091_ex10-5.htm
EX-10.4 - EXHIBIT 10.4 - Federal Life Group, Inc.tv503091_ex10-4.htm
EX-8.1 - EXHIBIT 8.1 - Federal Life Group, Inc.tv503091_ex8-1.htm
EX-4.2 - EXHIBIT 4.2 - Federal Life Group, Inc.tv503091_ex4-2.htm
EX-4.1 - EXHIBIT 4.1 - Federal Life Group, Inc.tv503091_ex4-1.htm
EX-3.1 - EXHIBIT 3.1 - Federal Life Group, Inc.tv503091_ex3-1.htm
EX-2.1 - EXHIBIT 2.1 - Federal Life Group, Inc.tv503091_ex2-1.htm
EX-1.1 - EXHIBIT 1.1 - Federal Life Group, Inc.tv503091_ex1-1.htm
S-1 - FORM S-1 - Federal Life Group, Inc.tv503091-s1.htm

 

Exhibit 5.1

 

 

Stevens & Lee

Lawyers & Consultants

 

111 North 6th Street

Reading, PA 16103
(610) 478-2000 Fax (610) 376-5610
www.stevenslee.com

 

 

October 11, 2018

 

 

Board of Directors

Federal Life Group, Inc.

3750 Deerfield Road

Riverwoods, IL 60015

 

Re: Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We have acted as counsel to Federal Life Group, Inc. (the “Company”) in connection with the Company’s proposed offering of up to 4,600,000 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”). This offering is covered by the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission (the “Registration Statement”). In connection with delivering this opinion, we have reviewed the following documents:

 

1.The Amended and Restated Articles of Incorporation of the Company as filed with the Secretary of State of the Commonwealth of Pennsylvania on September 11, 2018, as certified by the Secretary of the Company;

 

2.The bylaws of the Company as presently in effect, as certified by the Secretary of the Company;

 

3.The resolutions of the Board of Directors of the Company adopted by an action by unanimous written consent dated October 9, 2018, as certified by the Secretary of the Company;

 

4.The Registration Statement, including the prospectus (the “Prospectus”) contained therein;

 

5.The form of the certificate representing shares of the Common Stock filed as Exhibit 4.1 to the Registration Statement.

 

 

Philadelphia · Reading · Valley Forge · Lehigh Valley · Harrisburg · Lancaster · Scranton

Wilkes-Barre · Princeton · Charleston · New York · Wilmington

 

A PROFESSIONAL CORPORATION

 

 

 

 

Board of Directors

October 11, 2018

Page 2

Stevens & Lee

Lawyers & Consultants

 

 

Based upon our review of the documents listed above, it is our opinion that the shares of Common Stock covered by the Registration Statement have been duly authorized and, when issued and sold against payment therefor, pursuant to the terms described in the Registration Statement, will be legally issued by the Company and fully paid and nonassessable.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to us under the heading “Legal Matters” in the Prospectus. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

 

Very truly yours,

 

STEVENS & LEE

 

 

/s/ Stevens & Lee

 

 

/mm