EX-5.1 2 ex5-1.htm

 

Exhibit 5.1

 

 

LAURA ANTHONY, ESQ.

CRAIG D. LINDER, ESQ.*

JOHN CACOMANOLIS, ESQ.**

 

Associates and OF COUNSEL:

CHAD FRIEND, ESQ., LLM

MICHAEL R. GEROE, ESQ., CIPP/US***

JESSICA HAGGARD, ESQ. ****

christopher t. hines *****

PETER P. LINDLEY, ESQ., CPA, MBA

JOHN LOWY, ESQ.******

STUART REED, ESQ.

LAZARUS ROTHSTEIN, ESQ.

SVETLANA ROVENSKAYA, ESQ.*******

HARRIS TULCHIN, ESQ. ********

WWW.ALCLAW.COM

WWW.SECURITIESLAWBLOG.COM

 

DIRECT E-MAIL: LANTHONY@ALCLAW.COM

 

*licensed in CA, FL and NY

**licensed in FL and NY

***licensed in CA, DC, MO and NY

****licensed in Missouri

*****licensed in CA and DC

******licensed in NY and NJ

*******licensed in NY and NJ

********licensed in CA and HI (inactive in HI)

 

February 15, 2024

 

Reliance Global Group, Inc.

300 Blvd. of the Americas, Suite 105

Lakewood, NJ 08701

 

Ladies and Gentlemen:

 

We have acted as counsel to Reliance Global Group, Inc., a Florida corporation (the “Company”), in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of shares of the Company’s common stock, $0.086 par value per share, having an aggregate offering price of up to $858,637 (the “Shares”), pursuant to the At Market Issuance Sales Agreement, dated February 15, 2024, between the Company and EF Hutton LLC (the “Agreement”). The offer and sale of the Shares are being registered under the Securities Act of 1933, as amended (the “Securities Act”) pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-275190), which was declared effective by the Securities and Exchange Commission (the “SEC”) on November 7, 2023 (the “Registration Statement”).

 

We have reviewed the Agreement, the Registration Statement, and the prospectus, as supplemented by a prospectus supplement dated February 15, 2024, with respect to the offer and sale of the Shares, as filed with the Securities and Exchange Commission on February 15, 2024. We have also reviewed such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.

 

We have assumed that all signatures are genuine, that all documents submitted to us as originals are authentic and that all copies of documents submitted to us conform to the originals.

 

1700 PALM BEACH LAKES BLVD., SUITE 820 WEST PALM BEACH, FLORIDA 33401 ● PHONE: 561-514-0936

 

 

February 15, 2024

Page 2

 

We have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible.

 

Based upon the foregoing, we are of the opinion that the Shares have been duly authorized, and when issued and sold by the Company pursuant to the terms of the Agreement and upon receipt by the Company of full payment therefor in accordance with the Agreement, will be validly issued, fully paid and non-assessable.

 

We express no opinion as to the laws of any jurisdiction other than the laws of the State of Florida. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Company’s Current Report on Form 8-K dated the date hereof related to the offering of the Shares. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus supplement constituting part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

 

  Sincerely yours,
   
  /s/ Laura E. Anthony
  Laura E. Anthony,
  For the Firm

 

625 N. FLAGLER DRIVE, SUITE 600 ● WEST PALM BEACH, FLORIDA ● 33401 ● PHONE: 561-514-0936 ● FAX 561-514-0832