Attached files
Exhibit 5.1
The McGeary Law Firm, P.C.
1600 Airport Fwy., Suite 300
Bedford, Texas 76022
(817)-282-5885 phone
(817)-282-5886 fax
May 18, 2021
Board of Directors
Monaker Group, Inc.
1560 Sawgrass Corporate Parkway, Suite 130
Sunrise, Florida 33323
Re: Monaker Group,
Inc. Offering of Shares
I have acted as counsel to Monaker Group, Inc., a Nevada
corporation (the “Company”),
in connection with the filing by the Company of a prospectus
supplement dated May 13, 2021 (the “Prospectus
Supplement”), which
supplements a Registration Statement (the
“Registration
Statement”) on Form S-3
(No. 333-224309), filed by the Company with the Securities and
Exchange Commission (the “SEC” or the “Commission”)
under the Securities Act of 1933, as amended (the
“Securities
Act”), and including the
prospectus included in the Registration Statement (the
“Base
Prospectus” and, together
with the Prospectus Supplement, the “Prospectus”),
relating to the offer and sale by the Company of 3,714,500 shares
of the Company’s common stock, par value $0.00001 per share
(the “Shares”),
to be issued pursuant to an underwriting agreement dated May 13,
2021 (the “Underwriting
Agreement”) entered into
by and between the Company and Kingswood Capital Markets, division
of Benchmark Investments, Inc. (“Kingswood”),
as representatives of the several underwriters named therein (the
“Underwriters”).
The Shares include 3,714,500 shares of Common Stock to be sold at a
public offering price of $2.50 per share, when including the
Underwriters’ overallotment option to purchase 484,500 shares
of Common Stock.
This opinion is being furnished to you at your request to enable
you to fulfill the requirements of Item 601(b)(5) of Regulation S-K
promulgated under the Securities Act, in connection with the
Registration Statement, and no opinion is expressed or may be
implied herein as to any matter pertaining to the contents of the
Registration Statement, or the Prospectus.
I have examined originals or copies, certified or otherwise
identified to our satisfaction, of (a) the Articles of
Incorporation of the Company, as amended to date (the
“Articles of
Incorporation”), (b) the
Bylaws of the Company, as amended to date (the
“Bylaws”),
(c) the Registration Statement and all exhibits thereto, (d) the
minutes and records of the corporate proceedings of the Company
with respect to the filing of the Registration Statement and the
sale of the Shares, including, but not limited to (i) the unanimous
written consent of the Board of Directors (the
“Board”)
approving the filing of the Registration Statement and other
related matters; (ii) the unanimous written consent of the Board
appointing a pricing committee of the Board (the
“Pricing
Committee”) and other
related matters, and (iii) the minutes of the Pricing Committee of
the Board approving the final pricing and sale of the Shares and
related matters; (d) the Underwriting Agreement; and (e) the
originals or copies certified to our satisfaction of such other
documents, records, certificates, memoranda and other instruments
as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below.
In rendering this opinion, I have assumed: (i) information
contained in documents reviewed by me is true, complete and
correct; (ii) the genuineness and authenticity of all signatures;
(iii) the authenticity of all documents submitted as originals;
(iv) the conformity to authentic originals of all documents
submitted to as copies; (v) the accuracy, completeness and
authenticity of certificates of public officials; (vi) the
obligations of parties other than the Company to the Underwriting
Agreement being valid, binding and enforceable; (vii) the legal
capacity of all natural persons; and (viii) that all Shares will be
issued and sold in in the manner specified in the Registration
Statement and Prospectus.
As to various questions of fact material to the opinions expressed
below, I have, without independent third party verification of
their accuracy, relied in part, and to the extent I deemed
reasonably necessary or appropriate, upon the representations and
warranties of the Company and the Underwriters contained in such
documents, records, certificates, instruments or representations
furnished or made available to me by the Company or the
Underwriters, including the Registration Statement and Underwriting
Agreement.
The foregoing opinions are limited to the laws of the State of
Nevada. I express no opinion herein as to any other laws, statutes,
ordinances, rules, or regulations (and in particular, I express no
opinion as to any effect that such other laws, statutes,
ordinances, rules, or regulations may have on the opinions
expressed herein). No opinion is expressed herein with respect to
the qualification of the Shares under the securities or blue-sky
laws of any state or any foreign jurisdiction. This opinion is
limited to the matters set forth herein, and no other opinion
should be inferred beyond the matters expressly stated. I have made
such examination of Nevada law as I have deemed relevant for
purposes of this opinion. I express no opinion as to any county,
municipal, city, town or village ordinance, rule, regulation or
administrative decision. I express no opinion as to the
enforceability of the Underwriting Agreement.
My opinion is based on the laws as in effect on the date hereof,
and I disclaim any obligation to advise you of facts,
circumstances, events or developments which hereafter may be
brought to my attention and which may alter, affect or modify the
opinion expressed herein. I am not rendering any opinion as to
compliance with any federal or state antifraud law, rule or
regulation relating to securities, or to the sale or issuance
thereof.
On the basis of the foregoing, and in reliance thereon, I am of the
opinion that the Shares have been authorized by all necessary
corporate action of the Company and, when issued and sold in
accordance with the Underwriting Agreement and in the manner
contemplated by the Registration Statement and the Prospectus
Supplement, against payment of the consideration therefor as
provided therein, will be validly issued, fully paid and
nonassessable.
I consent to the reference to my firm under the caption
“Legal
Matters” in the
Prospectus included in the Registration Statement and to the filing
of this opinion as an exhibit to a Current Report of the Company on
Form 8-K being filed on the date hereof and incorporated by
reference into the Registration Statement. In giving this consent,
I do not thereby admit that I am within the category of persons
whose consent is required under Section 7 of the Act or the rules
and regulations of the Commission promulgated
thereunder.
Sincerely,
/s/
Aaron D. McGeary
Aaron D. McGeary