Attached files
| file | filename |
|---|---|
| EX-23.2 - CONSENTS OF EXPERTS AND COUNSEL - HireQuest, Inc. | consentletter-s1amendment.htm |
| S-1/A - FORM S-1/A - HireQuest, Inc. | forms-1forfiling.htm |
[HWH Letterhead]
Exhibit 5.1
June
12, 2020
HireQuest,
Inc.
111
Springhall Drive
Goose
Creek, South Carolina 29445
Re:
Registration Statement on Form S-1
Ladies
and Gentlemen:
In our
capacity as counsel to HireQuest, Inc., a Delaware corporation (the
“Company”), we have been asked to render this opinion
in connection with the registration statement on Form S-1 (the
“Registration Statement”), filed by the Company with
the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as
amended (the “Act”), relating to the resale of up to
9,939,668 shares (the “Shares”) of common stock, par
value $0.001 per share, of the Company. The Shares have been
included in the Registration Statement for the account of the
persons identified therein as the selling stockholders (the
“Selling Stockholders”). We are delivering this opinion
to you at your request in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act.
In
connection with rendering this opinion, we have examined and are
familiar with (i) the Company’s Plan of Conversion,
dated as of September 9, 2019 (the “Plan of
Conversion”), (ii) the Company’s Certificate of
Conversion, filed with the Delaware Secretary of State on September
9, 2019 (the “Certificate of Conversion”),
(iii) the Company’s Certificate of Incorporation, filed
with the Delaware Secretary of State on September 9, 2019 (the
“Charter”), (iv) the Company’s Bylaws,
effective September 11, 2019 (the “Bylaws”),
(v) the Registration Statement, and (vi) such other
documents and records as we have deemed necessary to enable us to
render this opinion.
In
making the aforesaid examinations, we have assumed that
(a) all signatures on documents examined by us are genuine,
(b) all documents submitted to us as originals, and the
originals of all documents submitted to us as copies, are
authentic, (c) all documents submitted to us as copies conform
with the originals of those documents, (d) all documents
submitted to us are complete, (e) the Charter and the Bylaws
are in full force and effect, have not been amended and no
amendment of such documents is pending or has been proposed, (f)
each party that has executed a
document reviewed by us has the legal capacity to execute and
deliver such document and (g) the representations of officers and
employees given to us in connection with this opinion are correct
as to questions of fact.
Based
upon the foregoing and subject to the assumptions and
qualifications set forth herein, we are of the opinion that the
Shares are validly issued, fully paid and
non-assessable.
This
opinion is limited to the Act and the Delaware General Corporation
Law (the “DGCL”), and we have not considered and
express no opinion on any other laws, rules or regulations. Our
opinions are rendered only with respect to the Act and the DGCL in
effect as of the date hereof.
This
opinion letter speaks only as of the date hereof. We assume no
obligation to update or supplement this opinion letter if any
applicable laws change after the date hereof or if we become aware
of any facts or other developments, whether existing before or
first arising after the date hereof, that might change the opinions
expressed above.
We
hereby consent to the use of our opinion as an exhibit to the
Registration Statement and to the reference to this firm and this
opinion under the heading “Legal Matters” in the
prospectus comprising a part of the Registration Statement and any
amendment thereto. In giving such consent, we do not hereby admit
that we come within the category of persons whose consent is
required under Section 7 of the Act, or the rules and regulations
of the Commission thereunder.
Sincerely,
/s/
Hill, Ward & Henderson, P.A.
HILL,
WARD & HENDERSON, P.A.