EX-5 2 a15-25404_1ex5.htm EX-5

Exhibit 5

 

 

GRAPHIC

TROUTMAN SANDERS LLP

 

Attorneys at Law

 

Bank of America Plaza

 

600 Peachtree Street, NE

 

Suite 5200

 

 

Atlanta, Georgia 30308-2216

 

 

404.885.3000 telephone

 

 

404.885.3900 facsimile

 

 

troutmansanders.com

 

December 23, 2015

 

Streamline Health Solutions, Inc.

1230 Peachtree Street, NE, Suite 600

Atlanta, Georgia 30309

 

Re:          Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as counsel to Streamline Health Solutions, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) on or about December 23, 2015, for the purpose of registering under the Securities Act of 1933, as amended (the “Act”), 1,900,000 shares of Common Stock, par value $0.01 per share (the “Shares”), of which (i) 1,600,000 Shares are issuable pursuant to the Streamline Health Solutions, Inc. Amended and Restated 2013 Stock Incentive Plan (the “2013 Plan”) and (ii) 300,000 Shares are issuable pursuant to new employee inducement stock option awards (the “Inducement Awards”).

 

As counsel for the Company, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such instruments, certificates, records and documents, and have reviewed such questions of law, as we have deemed necessary or appropriate for purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted as copies and the authenticity of the originals of such latter documents. As to any facts material to our opinion, we have relied upon the aforesaid instruments, certificates, records and documents and inquiries of the Company’s representatives.

 

Based upon the foregoing examination, we are of the opinion that the Shares have been duly authorized and, when issued by the Company in the manner contemplated by the 2013 Plan or the respective Inducement Award, as applicable, the Shares will be validly issued, fully paid and non-assessable.

 

In expressing the opinion set forth above, no opinion is expressed with respect to any law other than the General Corporation Law of the State of Delaware. We express no opinion as to the effect of the laws of any jurisdiction other than Delaware or as to the securities laws of any state (including, without limitation, Delaware), municipal law or the laws of any local agencies within any state, including, without limitation, Delaware.

 

ATLANTA    BEIJING    CHARLOTTE    CHICAGO    HONG KONG    NEW YORK    ORANGE COUNTY    PORTLAND    RALEIGH
RICHMOND    SAN DIEGO    SAN FRANCISCO    SHANGHAI    TYSONS CORNER    VIRGINIA BEACH    WASHINGTON, DC

 



 

Streamline Health Solutions, Inc.

December 23, 2015

Page 2

 

This opinion is limited to the matters expressly opined on herein, and no opinion may be implied or inferred beyond those expressly stated.  This opinion is rendered as of the date hereof, and we make no undertaking and expressly disclaim any duty to supplement or update such opinion, if, after the date hereof, facts or circumstances come to our attention or changes in the law occur which could affect such opinion.  This opinion is provided for use solely in connection with the transactions contemplated by the 2013 Plan and the Inducement Awards and may not be used, circulated, quoted or otherwise referred to for any other purpose without our prior express written consent.

 

We hereby consent to the filing of this opinion or copies thereof as an exhibit to the Registration Statement.  In giving this consent, we do not thereby 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 SEC thereunder.

 

 

Very truly yours,

 

 

 

 

 

/s/ Troutman Sanders LLP