February 12, 2019
Super League Gaming, Inc.
2906 Colorado Avenue
Santa Monica, California 90404
Re: Registration
Statement on Form S-1
Ladies and Gentlemen:
Reference is made to the Registration Statement on
Form S-1, as amended, File No. 333-229144 (the
“Registration
Statement”), filed with
the Securities and Exchange Commission (“Commission”) by Super League Gaming, Inc., a Delaware
corporation (the “Company”), under the Securities Act of 1933, as
amended (the “Act”), including a related prospectus filed
with the Registration Statement (the “Prospectus”), covering an underwritten public offering
of up to 2,613,636 shares (the “Shares”) of the Company’s common stock, par
value $0.001, including up to 340,909 Shares that may be sold
pursuant to the exercise of an option to purchase additional
shares.
In connection with this opinion, we have examined
originals or copies, certified or otherwise identified to our
satisfaction, of: (i) the Second Amended and Restated
Certificate of Incorporation of the Company, as amended through the
date hereof; (ii) the Amended and Restated Bylaws of the
Company, as amended through the date hereof; (iii) certain
resolutions of the Board of Directors of the Company (the
“Board”) relating to the issuance, sale and
registration of the Shares; (iv) the Registration Statement;
and (v) the Prospectus. In addition, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of
certain other corporate records, documents, instruments and
certificates of public officials and of the Company, and we have
made such inquiries of officers of the Company and public officials
and considered such questions of law as we have deemed necessary
for purposes of rendering the opinions set forth herein. Our
opinions are limited to the matters stated herein and no opinion is
implied or may be inferred beyond the matters expressly stated. As
to certain factual matters, we have relied upon a certificate of an
officer of the Company and have not sought to independently verify
such matters.
In
making our examination, we have assumed the legal capacity of all
natural persons, that all signatures on documents examined by us
are genuine, the authenticity of all documents submitted to us as
originals and the conformity with the original documents of all
documents submitted to us as certified, conformed or photostatic
copies. We have also assumed the accuracy and completeness of all
information provided to us by the Company during the course of our
investigations, including that the Shares will be sold at a price
established by the Board of Directors of the Company or a duly
authorized committee thereof, on which we have relied in issuing
the opinion expressed below. As to certain factual matters, we
have relied upon a certificate and other assurances of officers of
the Company and others without having independently verified such
factual matters.
Based
on the foregoing and on such legal considerations as we deem
relevant, and subject to the qualifications, assumptions, and
limitations stated herein and in reliance on the statements of fact
contained in the documents we have examined, we are of the opinion
that the Shares have been duly authorized by all necessary
corporate action on the part of the Company and when sold, issued
and delivered against payment therefor as described in the
Registration Statement and the Prospectus, will be validly issued,
fully paid and non-assessable.
The opinion rendered
herein is limited to the Delaware General Corporation Law and the federal
laws of the United States of America, as in effect on the date
hereof.
We hereby consent to the reference to us under the
caption “Legal
Matters” in the
prospectus forming a part of the Registration Statement and to the
filing of this opinion letter as an exhibit to the Registration
Statement, and any amendments thereto. In giving this consent, we
do not admit that we are included in the category of persons whose
consent is required under Section 7 of the Securities Act of
1933, as amended, or the rules and regulations of the Commission
promulgated thereunder.
This
opinion letter is given to you solely for use in connection with
the offer and sale of the Shares while the Registration Statement
is in effect and is not to be relied upon for any other purpose.
Our opinion is expressly limited to the matters set forth above,
and we render no opinion, whether by implication or otherwise, as
to any other matters relating to the Company, the Shares or the
Registration Statement.
Very
truly yours,
/s/ Disclosure Law Group
Disclosure
Law Group,
a
Professional Corporation