Attached files

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EX-4.5 - EX-4.5 - ALTA EQUIPMENT GROUP INC.d68493dex45.htm
EX-4.4 - EX-4.4 - ALTA EQUIPMENT GROUP INC.d68493dex44.htm
EX-3.3 - EX-3.3 - ALTA EQUIPMENT GROUP INC.d68493dex33.htm
EX-1.1 - EX-1.1 - ALTA EQUIPMENT GROUP INC.d68493dex11.htm
S-1/A - S-1/A - ALTA EQUIPMENT GROUP INC.d68493ds1a.htm

Exhibit 5.1

December 16, 2020

Alta Equipment Group Inc.

13211 Merriman Road

Livonia, Michigan 48150

Re: Form S-1 Registration Statement

Ladies and Gentlemen:

We have acted as special counsel to Alta Equipment Group Inc., a Delaware corporation (the “Company”), in connection with the preparation of the Company’s registration statement on Form S-1 (File No. 333-251097) (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

The Registration Statement relates to the primary offering by the Company of up to 1,000,000 depositary shares (as the number may be increased in accordance with the terms of the underwriting agreement) representing a 1/1000th fractional interest in a share of Series A Cumulative Perpetual Preferred Stock, $0.0001 par value per share of the Company (the “Series A Preferred”).

This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.

In rendering the opinions set forth below, we have examined and relied upon such certificates, corporate records, agreements, instruments and other documents, and examined such matters of law, that we considered necessary or appropriate as a basis for the opinions. We have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (i) the third amended and restated certificate of incorporation of the Company, as in effect on the date hereof, (ii) the Registration Statement, (iii) resolutions of the Board of Directors of the Company relating to, among other matters, the creation of the Series A Preferred and the depositary shares, issuance by the Company of the Series A Preferred and depositary shares and the filing of the Registration Statement and (iv) such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of the originals of such latter documents, that all parties to such documents (other than the Company) had the power, corporate or other, to enter into and perform all obligations thereunder, that all such documents have been duly authorized by all requisite action, corporate or other, and duly executed and delivered by all parties thereto (other than the Company) and that all such documents constitute the valid and binding obligation of each party thereto (other than the Company) enforceable against each such party in accordance with their terms. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Series A Preferred and the depositary shares have been duly authorized and when issued will be validly issued, fully paid and non-assessable.

The opinions expressed herein are based upon and limited to the General Corporation Law of the State of Delaware (including the statutory provisions, the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing). We express no opinion herein as to any other laws, statutes, regulations or ordinances.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not thereby admit that we are experts within the meaning of the Securities Act or the rules and regulations of the Commission or that this consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Howard & Howard Attorneys PLLC