Exhibit
5.1
May 12, 2020
Super League Gaming, Inc.
2906 Colorado Avenue
Santa
Monica, CA 90404
Re: Registration
Statement on Form S-3
Ladies and Gentlemen:
We are acting as counsel
for Super League Gaming,
Inc., a Delaware corporation (the “Company”), in connection with the filing of a
Registration Statement on Form S-3 relating to the
registration under the Securities Act of 1933, as amended (the
“Act”), of the following securities of the
Company: (i) shares (the “Company
Shares”) of common stock,
par value $0.001 per share (“Common
Stock”), (ii) shares
of preferred stock, par value $0.001 per share
(“Preferred
Stock”), in one or more
series, (iii) one or more series of debt securities of the Company
(the “Debt
Securities”), which Debt
Securities may include senior debt securities or subordinated debt
securities issued under an indenture, including any supplemental
indenture related thereto, and may be convertible into or
exchangeable for shares of the Common Stock or Preferred Stock;
(iv) warrants to purchase Common Stock, Preferred Stock or
Debt Securities (“Warrants”), and (v) units consisting of two or more
of the Securities (as defined below) (“Units”). The Company Shares, Preferred Stock,
Debt Securities, Warrants and Units are collectively referred to
herein as the “Securities.” The Securities shall include any
additional amounts of such securities the offer and sale of which
are registered pursuant to a registration statement filed pursuant
to Rule 462(b) under the Act in connection with one or more
offerings contemplated by such Registration Statement. Such
Registration Statement, as amended, and including any registration
statement related thereto and filed pursuant to Rule 462(b)
under the Act, is herein referred to as the
“Registration
Statement.”
The Securities may be offered and sold from time
to time by the Company as set forth in the Registration Statement,
the prospectus contained within the Registration Statement (the
“Prospectus”), and supplements to the Prospectus (each,
a “Prospectus
Supplement”). The
Warrants may be issued under one or more warrant agreements (each,
a “Warrant
Agreement”) by and
between the Company and a bank or trust company to be identified
therein as warrant agent. The Units may be issued under one or more
unit agreements (each, a “Unit
Agreement”) between the
Company and a third party to be identified therein as unit agent.
Each Warrant Agreement and each Unit Agreement are herein
collectively called the “Agreements.”
We
have reviewed the Registration Statement and such other agreements,
documents, records, certificates and other materials, and have
reviewed and are familiar with such corporate proceedings and
satisfied ourselves as to such other matters, as we have considered
relevant or necessary as a basis for this opinion. In such review,
we have assumed the accuracy and completeness of all agreements,
documents, records, certificates and other materials submitted to
us, the conformity with the originals of all such materials
submitted to us as copies (whether or not certified and including
facsimiles), the authenticity of the originals of such materials
and all materials submitted to us as originals, the genuineness of
all signatures and the legal capacity of all natural
persons.
On
the basis of the assumptions and subject to the qualifications and
limitations set forth herein, we are of the opinion
that:
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1.
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When an issuance of Common Stock has been duly authorized by all
necessary corporate action of the Company, upon issuance, delivery
and payment therefor in an amount not less than the par value
thereof in the manner contemplated by the Registration Statement
and/or the Prospectus and related Prospectus Supplement(s) and by
such corporate action, such shares of Common Stock will be validly
issued, fully paid and nonassessable.
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2.
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With
respect to the Preferred Stock, when (a) the Company’s Board
of Directors (the “Board”) has taken all necessary
corporate action to approve the issuance and establish the terms of
any particular series of Preferred Stock, the offering thereof and
related matters, including the filing of a certificate of
designations conforming to the Delaware General Corporation Law
regarding such series of Preferred Stock with the Delaware
Secretary of State and (b) shares of such series of Preferred Stock
have been issued and sold by the Company in the manner contemplated
by the Registration Statement and in accordance with such Board
action, such shares of such series of Preferred Stock (including
any shares of such series of Preferred Stock duly issued upon
conversion, exchange or exercise of any other Security in
accordance with the terms of such other Security or the instrument
governing such other Security providing for such conversion,
exchange or exercise as approved by the Board) will be duly
authorized, legally issued, fully paid and
nonassessable.
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3.
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When (i) the terms of any Debt Securities and their issuance
and sale have been duly authorized by all necessary corporate
action of the Company and (ii) such Debt Securities have been
duly executed, authenticated and delivered against payment of the
purchase price therefor in accordance with the applicable
definitive purchase, underwriting or similar agreement, as
contemplated by the Registration Statement, and in the manner
provided for in the applicable indenture (including any
supplemental indenture), such Debt Securities will constitute valid
and binding obligations of the Company enforceable against the
Company in accordance with their respective terms. The Debt
Securities covered in the opinion in this paragraph include any
Debt Securities that may be issued upon exercise, conversion or
exchange pursuant to the terms of any other
Securities.
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4.
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When a Warrant Agreement has been duly authorized by all necessary
corporate action of the Company and duly executed and delivered,
and when the specific terms of a particular issuance of Warrants
have been duly established in accordance with such Warrant
Agreement and authorized by all necessary corporate action of the
Company, and the Warrants have been duly executed, authenticated,
issued and delivered against payment therefor in accordance with
such Warrant Agreement and in the manner contemplated by the
Registration Statement and/or the Prospectus and related Prospectus
Supplement(s) and by such corporate action (assuming the securities
issuable upon exercise of the Warrants have been duly authorized
and reserved for issuance by all necessary corporate action), the
Warrants will be legally valid and binding obligations of the
Company, enforceable against the Company in accordance with their
terms.
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5.
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When a Unit Agreement has been duly authorized by all necessary
corporate action of the Company and duly executed and delivered,
and when the specific terms of a particular issuance of Units have
been duly established in accordance with such Unit Agreement and
authorized by all necessary corporate action of the Company, and
the Units have been duly executed, authenticated, issued and
delivered against payment therefor in accordance with such Unit
Agreement and in the manner contemplated by the Registration
Statement and/or the Prospectus and related Prospectus
Supplement(s) and by such corporate action (assuming the
constituent securities of the Units have been duly authorized and
reserved for issuance by all necessary corporate action), the Units
will be legally valid and binding obligations of the Company,
enforceable against the Company in accordance with their
terms.
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Our
opinions set forth above are subject to and limited by the effect
of (a) applicable bankruptcy, insolvency, fraudulent
conveyance, fraudulent transfer, receivership, conservatorship,
arrangement, moratorium and other laws affecting and relating to
the rights of creditors generally, (b) general equitable
principles and (c) general principles of equity, including
without limitation concepts of materiality, reasonableness, good
faith and fair dealing, and the possible unavailability of specific
performance or injunctive relief and limitation of rights of
acceleration, regardless of whether such enforceability is
considered in a proceeding in equity or at law.
In connection with the opinions expressed above,
we have assumed that at or prior to the time of the delivery of any
of the Securities (a) the Registration Statement, and any
amendments thereto (including post-effective amendments), will have
been declared effective under the Act and a Prospectus Supplement
relating to the offer and sale of such Securities to the Prospectus
will have been prepared and filed with the Securities and Exchange
Commission (the “Commission”) pursuant to Rule 424(b) under the Act,
(b) the Board shall not have rescinded or otherwise modified
the authorization of such Securities, (c) a definitive purchase,
underwriting, or similar agreement, and any applicable indenture
(including any supplemental indenture) or Agreement, pursuant to
which such Securities may be issued, will have been duly
authorized, executed and delivered by the Company and the other
parties thereto, and the specific terms of such Securities will
have been duly established in conformity with the applicable
agreement and the certificate of incorporation and bylaws of the
Company (if applicable), (d) that any Securities issuable upon
conversion, exchange, redemption or exercise of any Securities
being offered will be duly authorized, created and, if appropriate,
reserved for issuance upon such conversion, exchange, redemption or
exercise, and (e) neither the establishment of any terms of
such Securities after the date hereof nor the issuance and delivery
of, or the performance of the Company’s obligations under,
such Securities will require any authorization, consent, approval
or license of or exemption from, or registration or filing with, or
report or notice to, any governmental unit, agency, commission,
department or other authority (a “Governmental
Approval”) or violate or
conflict with, result in a breach of, or constitute a default
under, (i) any agreement or instrument to which the Company or
any of its affiliates is a party or by which the Company or any of
its affiliates or any of their respective properties may be bound,
(ii) any Governmental Approval that may be applicable to the
Company or any of its affiliates or any of their respective
properties, (iii) any order, decision, judgment or decree that
may be applicable to the Company or any of its affiliates or any of
their respective properties, or (iv) any applicable law (other
than the Delaware General Corporation Law and the law of the State
of California in each case as in effect on the date
hereof).
The
opinions set forth in this letter are limited to the Delaware
General Corporation Law and the law of the State of California, in
each case as in effect on the date hereof.
We
hereby consent to the filing of this opinion letter as
Exhibit 5.1 to the Registration Statement and to the use of
our name under the caption “Legal Matters” in the
Registration Statement and in the Prospectus forming a part thereof
and any supplement thereto. 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 Act or the rules
and regulations of the Commission promulgated
thereunder.
Very
truly yours,
/s/ Disclosure Law Group
Disclosure
Law Group, a Professional Corporation