Exhibit 5.1
May 8, 2020
Super League Gaming, Inc.
2906 Colorado Avenue
Santa Monica, California 90404
|
Re:
|
Registration
Statement on Form S-8 for Super League Gaming,
Inc.
|
Ladies and Gentlemen:
We are acting as counsel to Super League Gaming, Inc., a Delaware
corporation (the “Company”), in connection with its registration
statement on Form S-8 (the “Registration
Statement”), filed with
the Securities and Exchange Commission under the Securities Act of
1933, as amended (the “Act”), relating to the proposed offering of up
to 1,855,848 shares of common stock, par value $0.001 per share
(“Common
Stock”) of the Company
(the “Shares”), which includes (i) 561,207 shares of the
Common Stock issuable pursuant to the Company’s Amended and
Restated 2014 Stock Option and Incentive Plan (the
“2014
Plan”), (ii) 984,623
shares of Common Stock issuable upon the exercise outstanding stock
option awards under the 2014 Plan (the “Outstanding
Options”), (iii) 227,518
shares of Common Stock issuable upon the vesting of outstanding
restricted stock units under the 2014 Plan (the
“Outstanding
RSUs”), (iv) 60,000
shares of Common Stock issuable upon exercise of a new hire
inducement stock option award granted by the Company (the
“Inducement
Option”), and (v) 22,500
shares of Common Stock issuable upon vesting of a new hire
inducement restricted stock units granted by the Company (the
“Inducement
RSUs”). This opinion
letter is furnished to you at your request to enable you to fulfill
the requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R.
§ 229.601(b)(5), in connection with the Registration
Statement.
For purposes of this opinion letter, we have examined copies of
such agreements, instruments and documents as we have deemed an
appropriate basis on which to render the opinions hereinafter
expressed. In our examination of the aforesaid documents, we have
assumed the genuineness of all signatures, the legal capacity of
all natural persons, the accuracy and completeness of all documents
submitted to us, the authenticity of all original documents, and
the conformity to authentic original documents of all documents
submitted to us as copies (including pdfs). As to all matters of
fact, we have relied on the representations and statements of fact
made in the documents so reviewed, and we have not independently
established the facts so relied on. This opinion letter is given,
and all statements herein are made, in the context of the
foregoing.
This opinion letter is based as to matters of law solely on the
Delaware General Corporation Law, as amended. We express no opinion
herein as to any other statutes, rules or regulations.
Based upon, subject to and limited by the foregoing, we are of the
opinion that following (i) effectiveness of the Registration
Statement, (ii) issuance of the Shares pursuant to the terms of the
2014 Plan, the Outstanding Options, the Outstanding RSUs, the
Inducement Option or the Inducement RSUs, as applicable, and (iii)
receipt by the Company of the consideration for the Shares
specified in the resolutions of the Board of Directors, or a duly
authorized committee thereof, the 2014 Plan and the award
agreements, as applicable, the Shares will be validly issued, fully
paid, and nonassessable.
This opinion letter has been prepared for use in connection with
the Registration Statement. We assume no obligation to advise of
any changes in the foregoing subsequent to the effective date of
the Registration Statement.
We hereby consent to the filing of this opinion letter as Exhibit
5.1 to the Registration Statement. In giving this consent, we do
not thereby admit that we are an “expert” within the
meaning of the Act.
|
Very
truly yours,
|
|
/s/
Disclosure Law Group
|
Disclosure
Law Group, a Professional Corporation
|