EX-5.1 2 fs12021ex5-1_soctelemedinc.htm OPINION OF ORRICK, HERRINGTON & SUTCLIFFE LLP

Exhibit 5.1

 

   
August 2, 2021 Orrick, Herrington & Sutcliffe LLP
  The Orrick Building
  405 Howard Street
  San Francisco, CA 94105-2669
  +1-415-773-5700
SOC Telemed, Inc.  
1768 Business Center Drive, Suite 100 orrick.com

Reston, VA 20190

 

Re:Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We have acted as counsel to SOC Telemed, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), including a related prospectus filed with the Registration Statement (the “Prospectus”), covering the resale of up to 13,753,387 shares (the “Shares”) of Class A common stock of the Company, par value $0.0001 per share, by certain selling stockholders named in the Registration Statement.

 

We have examined and relied upon (a) the Registration Statement and the Prospectus, (b) the Company’s certificate of incorporation and by-laws, each as amended and restated through the date hereof, and (c) originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company, such certificates of public officials, officers of the Company and other persons, and such other documents, agreements and instruments as we have deemed relevant and necessary for the purpose of rendering our opinion set forth below.

 

In such examination, we have assumed the following: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the legal competence of all signatories to such documents; and (iv) the truth, accuracy and completeness of the information, factual matters, representations and warranties contained in the records, certificates, documents, agreements and instruments we have reviewed.

 

Our opinion herein is limited to the General Corporation Law of the State of Delaware.

 

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and are validly issued, fully paid and non-assessable.

 

We consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus included in the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission promulgated thereunder.

 

Very truly yours,

 

/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP

 

ORRICK, HERRINGTON & SUTCLIFFE LLP