Exhibit 5.1
August 27, 2015 | ATTORNEYS AT LAW
100 NORTH TAMPA STREET, SUITE 2700 TAMPA, FL 33602-5810 P.O. BOX 3391 TAMPA, FL 33601-3391 813.229.2300 TEL 813.221.4210 FAX foley.com | |
CLIENT/MATTER NUMBER 098929-0103 |
LM Funding America, Inc.
302 Knights Run Avenue
Suite 1000
Tampa, Florida 33602
Ladies and Gentlemen:
We have acted as counsel to LM Funding America, Inc., a Delaware corporation (the Company), in connection with the preparation of a Registration Statement (No. 333-205232) on Form S-1 (as amended, the Registration Statement) relating to the offer and sale of (1) $40,000,000 of units (the Units), with each unit consisting of one share of the Companys common stock, par value $0.001 per share (collectively, the Shares), and one warrant (collectively, the Warrants), (2) the Shares and the Warrants and (3) shares of the Companys common stock, par value $0.001 per share, to be issued upon the exercise of the Warrants.
In connection with this opinion, we have examined and relied upon the Registration Statement and related Prospectus; the Companys Certificate of Incorporation (as amended); the Companys By-Laws (as amended); proceedings of and actions taken by the Companys Board of Directors relating to the issuance of the securities covered by the Registration Statement, and such other records, certificates and documents as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
The opinions set forth in this letter are limited solely to the laws of the state of Delaware and, with regards to the Warrants, the laws of the state of Florida, and we express no opinion as to the laws of any other jurisdiction.
Based upon the foregoing, and in reliance thereon, we are of the opinion that when the Registration Statement becomes effective under the Securities Act of 1933, as amended, the Units, the Shares, the Warrants, and the shares of the Companys common stock to be issued upon the exercise of the Warrants when issued by the Company in accordance with and in the manner described in the Registration Statement, including the exhibits thereto and the related Prospectus, will be duly authorized, validly issued, fully paid and nonassessable. Additionally, the Warrants, when issued and sold by the Company and delivered by the Company in accordance with and in the manner described in the Registration Statement, the Sales Agency Agreement (Exhibit 1.1 to the Registration Statement) and the Warrant Agreement (Exhibit 4.2 to the Registration Statement), will constitute valid and binding agreements of the Company under the laws of the state of Florida, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors rights generally and equitable principles of general applicability.
We consent to the reference to our 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 the Registration Statement. In giving our consent, we do not admit that we are experts within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.
Very truly yours, |
/s/ Foley & Lardner LLP |
FOLEY & LARDNER LLP |