January 13, 2021
Super League Gaming, Inc.
2906 Colorado Avenue
Santa Monica, California 90404
Ladies and Gentlemen:
You have requested our opinion, as counsel to
Super League Gaming, Inc., a Delaware corporation (the
“Company”), with respect to certain matters in
connection with the offering by the Company of
3,076,924 shares of its common stock, par value $0.001 (the
“Shares”), pursuant to the Registration Statement
on Form S-3 (No. 333-237626) (the “Registration
Statement”) filed with
the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933 (the
“Act”), the prospectus included within the
Registration Statement declared effective April 20, 2020 (the
“Base
Prospectus”) and the
prospectus supplement dated January 12, 2021 filed with the
Commission pursuant to Rule 424(b) of the Rules and Regulations of
the Act (the “Prospectus
Supplement”) (the Base
Prospectus and Prospectus Supplement are collectively referred to
as the “Prospectus”). The Shares are to be sold by the Company
as described in the Registration Statement and the
Prospectus.
We
have examined and relied upon the Registration Statement and the
Prospectus, the Company’s Amended and Restated Certificate of
Incorporation and Amended and Restated Bylaws, as currently in
effect, and the originals or copies certified to our satisfaction
of such records, documents, certificates, memoranda and other
instruments as we have deemed relevant in connection with this
opinion. We have assumed the genuineness and authenticity of all
documents submitted to us as originals, the conformity to originals
of all documents submitted to us as copies, and the accuracy,
completeness and authenticity of certificates of public
officials.
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 are not rendering any
opinion as to compliance with any federal or state antifraud law,
rule or regulation relating to securities or to the sale or
issuance thereof. On the basis of the foregoing, and in reliance
thereon, and subject to the qualifications herein stated, 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.
We consent to the reference to our firm under the
caption “Legal
Matters” in the
Prospectus and to the filing of this opinion as an exhibit to a
Current Report on Form 8-K to be filed with the Commission for
incorporation by reference into the Registration Statement. In
giving this consent, we do not admit that we are
“experts” within the meaning of Section 11 of the Act
or within the category of persons whose consent is required by
Section 7 of the Securities Act.
Very
truly yours,
/s/ Disclosure Law Group
Disclosure
Law Group, a Professional Corporation