Attached files
| file | filename |
|---|---|
| EX-1.1 - OPEN MARKET SALE AGREEMENT DATED MAY 17, 2021 BETWEEN JEFFERIES LLC AND URBAN ON - URBAN ONE, INC. | exhibit1-1may262021.htm |
| 8-K - FORM 8-K DATED MAY 17, 2021 - URBAN ONE, INC. | form8-kmay262021.htm |
Urban One, Inc.
1010 Wayne Avenue, 14th Floor
Silver Spring, MD 20910
1010 Wayne Avenue, 14th Floor
Silver Spring, MD 20910
Re: Urban One, Inc.
Ladies and Gentlemen:
We have acted as counsel to Urban One, Inc., a Delaware corporation (the “Company”), and are rendering this opinion in connection with the preparation and filing of a prospectus supplement, dated May 17, 2021 (the “Prospectus Supplement”), relating to the offering by the Company of up to an aggregate of $25,000,000 of shares (the “Shares”) of the Company’s Class D common stock, par value $0.001 per share (the “Common Stock”), which Shares
are registered under the Registration Statement on Form S-3 (File No. 333-223695) (the “Registration Statement”) filed by the Company with the
Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) and declared effective on March 14, 2021.
The Shares are to be sold by the Company pursuant to an Open Market Sale Agreement dated May 17, 2021 (the “Agreement”) entered into by and between the Company and Jefferies LLC, as agent, a copy of which has been filed as Exhibit 1.1 to the Company’s Current
Report on Form 8-K to which this opinion is attached as Exhibit 5.1.
In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Amended
and Restated Certificate of Incorporation of the Company together with all amendments thereto; (ii) the Amended and Restated Bylaws of the Company; (iii) the Registration Statement and the exhibits thereto; (iv) the prospectus supplement and
prospectus contained within the Registration Statement; (v) the Agreement; and (vi) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and other sources believed by
us to be reliable, and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.
In delivering this opinion, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified, photostatic or conformed copies, the authenticity of originals of all such latter documents, and the accuracy and
completeness of all records, information and statements submitted to us by officers and representatives of the Company. In making our examination of documents executed by parties other than the Company, we have assumed that such parties had the
power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization of all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and
binding effect thereof with respect to such parties.
Based upon and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the
Shares to be issued and sold by the Company have been duly authorized for issuance and, when issued and paid for in accordance with the terms and conditions of the Agreement, will be validly issued, fully paid and non-assessable shares of Common
Stock.
We express no opinion as to the law of any jurisdiction other than the State of Delaware and the federal securities laws of
the United States.
We hereby consent to the filing of this opinion with the Commission as an exhibit to a Current Report on Form 8-K (and its
incorporation by reference into the Registration Statement) in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and to the use of this firm’s name therein and in the Prospectus Supplement
under the caption “Legal Matters.” In giving such consent, we do not hereby 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 of the Commission thereunder.
Sincerely,
Ballard Spahr LLP