EX-5.1 3 ex5-1.htm

 

Exhibit 5.1

 

 

 

June 2, 2023

 

FG Financial Group, Inc.

360 Central Avenue, Suite 800

St. Petersburg, FL 33701

 

  Re: Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We are acting as special Nevada counsel for FG Financial Group, Inc., a Nevada corporation (the “Company”), with respect to certain legal matters in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”), of shares of its common stock, par value $0.001 per share (the “Common Stock”), pursuant to a shelf registration statement on Form S-3 (File No. 333-253285) (as amended, the “Registration Statement”), together with the prospectus contained therein and declared effective by the Securities and Exchange Commission on April 9, 2021 (the “Base Prospectus”) and the prospectus supplement dated June 2, 2023 (together with the Base Prospectus, the “Prospectus”), relating to the sale of 865,000 shares (the “Shares”) of common stock, par value $0.001 per share (the “Common Stock”), pursuant to that certain Underwriting Agreement, dated May 30, 2023 (the “Underwriting Agreement”), between the Company and ThinkEquity LLC.

 

We have reviewed and are familiar with (a) the Registration Statement; (b) the Prospectus; (c) the Company’s Amended and Restated Articles of Incorporation and Bylaws; (d) a certificate of an officer of the Company representing certain matters in connection with the original issuance of the Common Stock, which representations we have assumed the validity of and relied on; and (e) such other matters as we have deemed necessary for this opinion.

 

Based upon the foregoing, we are of the opinion that the Shares to be offered and sold by the Company under the Registration Statement, the Prospectus and the Underwriting Agreement, when issued in accordance with the terms of the Registration Statement, the Prospectus and the Underwriting Agreement, will be duly authorized and legally issued by the Company and fully paid and nonassessable. This opinion is limited to matters governed by the laws of the State of Nevada.

 

We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Current Report on Form 8-K of the Company dated on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.

 

 
 

 

June 2, 2023

Page 2

 

  Sincerely,
   
  /s/ Holland & Hart LLP