EX-5.1

Exhibit 5.1

December 18, 2020

Alta Equipment Group Inc.

13211 Merriman Road

Livonia, Michigan 48150

Re: Form S-1 Registration Statement

Ladies and Gentlemen:

We have acted as special counsel to Alta Equipment Group Inc., a Delaware corporation (the “Company”), in connection with the preparation of the Company’s registration statement on Form S-1 (File No. 333-251097) (the “Initial Registration Statement”) originally filed with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) on December 3, 2020 and a registration statement relating to the Initial Registration Statement filed pursuant to Rule 462(b) promulgated under the Securities Act (the “Post-Effective Amendment” and, together with the Initial Registration Statement, the “Registration Statement”), of up to 1,200,000 depositary shares representing a 1/1000th fractional interest in a share of Series A Cumulative Perpetual Preferred Stock, $0.0001 par value per share of the Company (the “Series A Preferred”). The Post-Effective Amendment relates to the registration of 200,000 depositary shares, including 10,000 depositary shares which may be purchased by the underwriters pursuant to an over-allotment option the Company has granted to the underwriters (the “Additional Shares”).

We are rendering this opinion as of the time the Company’s Registration Statement becomes effective in accordance with Section 8(a) of the Securities Act of 1933, as amended.

This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act.

In rendering the opinions set forth below, we have examined and relied upon such certificates, corporate records, agreements, instruments and other documents, and examined such matters of law, that we considered necessary or appropriate as a basis for the opinions. We have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (i) the third amended and restated certificate of incorporation of the Company, as in effect on the date hereof, (ii) the Registration Statement, (iii) resolutions of the Board of Directors of the Company relating to, among other matters, the creation of the Series A Preferred and the depositary shares, issuance by the Company of the Series A Preferred and depositary shares and the filing of the Registration Statement and (iv) such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of the originals of such latter documents, that all parties to such documents (other than the Company) had the power, corporate or other, to enter into and perform all obligations thereunder, that all such documents have been duly authorized by all requisite action, corporate or other, and duly executed and delivered by all parties thereto (other than the Company) and that all such documents constitute the valid and binding obligation of each party thereto (other than the Company) enforceable against each such party in accordance with their terms. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.

Based upon the foregoing and subject to the assumptions, qualifications and limitations set forth herein, we are of the opinion that the Additional Shares have been duly authorized and when issued will be validly issued, fully paid and non-assessable.