Exhibit
5.1
August 20, 2021
Super League Gaming, Inc.
2906 Colorado Avenue
Santa Monica, California 90404
Ladies and Gentlemen:
We have acted as counsel to Super League Gaming,
Inc., a Delaware corporation (the “Company”), in connection with the preparation of a
Registration Statement on Form S-8 (the “Registration
Statement”) under the
Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to
the registration of a total of 3,144,152 shares (the
“Plan
Shares”) of the
Company’s common stock, par value $0.001, issuable under the
Super League Gaming, Inc., 2014 Stock Option and Incentive Plan, as
amended and restated (the “Plan”).
In
connection with this opinion letter, we have examined and relied
upon the Registration Statement, 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 Plan Shares have been duly authorized by all
necessary corporate action on the part of the Company, and when and
to the extent issued in accordance with the terms of the Plan and,
with respect to the Plan Shares, when and to the extent issued in
accordance with the terms of any award agreement entered into under
the Plan, the Plan Shares will be validly issued, fully paid
and nonassessable.
We hereby
consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement. In giving such consent, we do not hereby
admit that we are acting within the category of persons whose
consent is required under Section 7 of the Act or the rules or
regulations of the U.S. Securities and Exchange Commission
thereunder.
Very truly
yours,
/s/ Disclosure Law Group
Disclosure
Law Group, a Professional Corporation