Attached files
| file | filename |
|---|---|
| 8-K/A - CURRENT REPORT - Rekor Systems, Inc. | a8kaoffering20181101.htm |
Exhibit 5.1
October
29, 2018
Novume Solutions,
Inc.
14420 Albemarle
Point Place, Suite 200
Chantilly, VA
20152
Re:
Novume Solutions, Inc.
Ladies and
Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the offer and sale by Novume Solutions,
Inc., a Delaware corporation (the “Company”), of
4,743,750 shares (the “Shares”) of the Company’s
common stock par value $0.0001 per share (the “Common
Stock”), which amount includes 618,750 shares of Common Stock
that may be issued and sold by the Company to the underwriters
pursuant to their option to purchase additional shares, pursuant to
an underwriting agreement dated October 29, 2018 with ThinkEquity, a division of Fordham Financial
Management, Inc. acting as representative of the several
underwriters named on Schedule 1 thereto (the “Underwriting
Agreement”).
The
Shares will be issued pursuant to the Company’s registration
statement on Form S-3 (File No. 333-224423) declared effective by
the Securities and Exchange Commission on April 30, 2018 (the
“Registration Statement”) under the Securities Act of
1933, as amended (the “Securities Act”) and the
prospectus dated April 24, 2018, included in such registration
statement, as supplemented by a preliminary prospectus supplement
dated October 24, 2018 and a final prospectus supplement dated
October 29, 2018 (collectively, the
“Prospectus”).
We
have examined the Registration Statement, the Prospectus, the
Underwriting Agreement and other instruments, certificates, records
and documents, matters of fact and questions of law that we have
deemed necessary for the purposes of this opinion.
In
our examination of the foregoing and in rendering the opinion set
forth herein, we have assumed, without independent investigation or
verification: (i) the genuineness of all signatures on all
agreements, instruments, corporate records, certificates and other
documents submitted to us; (ii) the authenticity and
completeness of all agreements, instruments, corporate records,
certificates and other documents submitted to us as originals;
(iii) that all agreements, instruments, corporate records,
certificates and other documents submitted to us as certified,
electronic, facsimile, conformed, photostatic or other copies
conform to authentic originals thereof, and that such originals are
authentic and complete; (iv) the legal capacity and authority
of all persons or entities executing all agreements, instruments,
corporate records, certificates and other documents submitted to
us; (v) the due authorization, execution and delivery of all
agreements, instruments, certificates and other documents by all
parties thereto; (vi) that the statements contained in the
certificates and comparable documents of public officials, officers
and representatives of the Company and other persons on which we
have relied for the purposes of this opinion letter are true and
correct; and (vii) that the officers and directors of the
Company have properly exercised their fiduciary duties. As to all
questions of fact material to the opinion set forth herein and as
to the materiality of any fact or other matter referred to herein,
we have relied (without independent investigation) upon
representations and certificates or comparable documents of
officers and representatives of the Company.
1185 Avenue of the Americas
| 37th Floor | New York, NY | 10036
T (212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW
Based
upon the foregoing, we are of the opinion that the Shares have been
duly authorized by all necessary corporate action on the part of
the Company and, when issued and paid for in accordance with the
terms of the Underwriting Agreement and the Registration Statement,
the Shares will be validly issued, and the Shares will be fully
paid and nonassessable.
We
are members of the bar of the State of New York. We express no
opinion as to the laws of any jurisdiction other than the laws of
the States of New York and Delaware and the federal laws of the
United States of America. Insofar as the matters covered by
this opinion may be governed by the laws of other states we have
assumed that such laws are identical in all respects to the laws of
the State of New York.
We
hereby consent to the inclusion of this opinion as an exhibit to
the Registration Statement and to the references to our firm
therein and in the Prospectus and the Prospectus Supplement under
the caption “Legal Matters.” In giving our
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 thereunder. This opinion
letter speaks as of the date hereof and we assume no obligation to
advise you or any other person with regard to any change in the
circumstances or the law that may bear on the matters set forth
herein after the date hereof, even though the change may affect the
legal analysis, a legal conclusion or other matters in this opinion
letter.
Very truly
yours,
/s/ SICHENZIA ROSS
FERENCE LLP
1185 Avenue of the Americas
| 37th Floor | New York, NY | 10036
T (212) 930 9700 | F (212) 930 9725 | WWW.SRF.LAW