EX-5.1 3 bmtm_ex5.htm OPINION ON LEGALITY Blueprint
 Exhibits 5.1 and 23.3

200 South Andrews Avenue, Suite 901
Fort Lauderdale, Florida 33301
(954) 880-9484
May 14, 2019
Bright Mountain Media, Inc.
6400 Congress Avenue, Suite 2050
Boca Raton, FL 33487
Bright Mountain Media, Inc. (the “Company”)
Registration statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel for the Company in connection with the Registration Statement to be filed on the date hereof with the Securities and Exchange Commission (the SEC) under the Securities Act of 1933, as amended (the Securities Act) relating to the registration for public resale of an aggregate of 28,425,000 shares (the "Registerable Shares") of the Company's common stock, $0.001 par value per share, including (i) 13,962,500 shares which are presently outstanding and (ii) 14,462,500 shares which are issuable upon the exercise of outstanding common stock purchase warrants (the “Warrants”). This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have examined the originals or certified copies of such corporate records of the Company and other certificates and documents of officials of the Company, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all copies submitted to us as conformed, certified or reproduced copies. We have also assumed that (i) each Warrant setting forth the terms of the right to acquire the Registerable Shares has been duly authorized and validly executed and delivered by the parties thereto, and (ii) at the time of each issuance of Registerable Shares, there will be sufficient shares of the Company's common stock authorized for issuance under the Company’s articles of incorporation that have not otherwise been issued or reserved or committed for issuance. As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon certificates of public officials and certificates of officers of the Company, all of which we assume to be true, correct and complete.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations stated herein, we are of the opinion that the Registerable Shares, when issued in accordance with their terms and, upon receipt by the Company of the agreed upon consideration therefor, will be validly issued, fully paid and non-assessable. We express no opinion herein as to the laws of any state or jurisdiction other than the Florida Business Corporation Act (including the statutory provisions and all applicable judicial decisions interpreting those laws).
This opinion letter is limited to the matters expressly stated herein and no opinion is to be inferred or implied beyond the opinion expressly set forth herein. We undertake no, and hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any changes in any matters set forth herein, whether based upon a change in the law, a change in any fact relating to the Company or any other person or any other circumstance.
We hereby consent to the filing of this opinion in the Registration Statement to be filed with the SEC and to the use of our name under the caption "Legal Matters" in the prospectus forming a part of the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, and the rules and regulations of the SEC thereunder.
Very truly yours,
/s/ Pearlman Law Group LLP