POS EX

As filed with the Securities and Exchange Commission on April 29, 2016

Registration No. 333-206692

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-2

(Check Appropriate Box or Boxes)

x REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

¨ PRE-EFFECTIVE AMENDMENT NO.

x POST-EFFECTIVE AMENDMENT NO. 3

MEDALLION FINANCIAL CORP.

(Exact Name of Registrant as Specified in Charter)

437 Madison Avenue

38^th Floor

New York, New York 10022

(Address of Principal Executive Offices)

Registrant’s Telephone Number, including Area Code: (212) 328-2100

Andrew M. Murstein

President

Medallion Financial Corp.

437 Madison Avenue, 38^th Floor

New York, New York 10022

(212) 328-2100

(Name and Address of Agent for Service)

Copies of information to:

Marisa T. Silverman	James G. Silk, Esq.
Chief Compliance Officer and General Counsel	Willkie Farr & Gallagher LLP
Medallion Financial Corp.	1875 K Street NW
437 Madison Avenue, 38th Floor	Washington, DC 20006
New York, New York 10022	(202)303-1000
(212)328-2100

Approximate Date of Proposed Public Offering: From time to time after the effective date of this Registration Statement.

If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box.  x

It is proposed that this filing will become effective (check appropriate box):

¨ when declared effective pursuant to section 8(c).

If appropriate, check the following box:

¨ This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].

¨ This form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act and the Securities Act registration statement number of the earlier effective registration statement for the same offering is      .

EXPLANATORY NOTE

This Post-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-206692) of Medallion Financial Corp. (the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”) solely for the purposes of filing exhibits to the Registration Statement and updating Item 25 of Part C of the Registration Statement. Accordingly, this Post-Effective Amendment No. 3 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-2, This Post-Effective Amendment No. 3 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 3 shall become effective immediately upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.

PART C

Other Information

(1) Exhibits

Number	Description
a.1	Restated Medallion Financial Corp. Certificate of Incorporation. Filed as Exhibit 2(a) to our Registration Statement on Form N-2 (File No. 333-1670) and incorporated by reference herein.
a.2	Amendment to Restated Certificate of Incorporation. Filed as Exhibit 3.1.1 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998 (File No. 814-00188) and incorporated by reference herein.
b.	Restated By-Laws. Filed as Exhibit (b) to our Registration Statement on Form N-2 (File No. 333-1670) and incorporated by reference herein.
c.	Not applicable.
d.1	Instruments defining the rights of holders of securities. See Restated Certificate of Incorporation. Filed as Exhibit 2(a) to our Registration Statement on Form N-2 (File No. 333-1670) and incorporated by reference herein.
d.2	Instruments defining the rights of holders of securities. See Amendment to Restated Certificate of Incorporation. Filed as Exhibit 3.1.1 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998 (File No. 814-00188) and incorporated by reference herein.
d.3	Instruments defining the rights of holders of securities. See Restated By-Laws. Filed as Exhibit (b) to our Registration Statement on Form N-2 (File No. 333-1670) and incorporated by reference herein.
d.4**	Form of Indenture.
d.5**	Form T-1 Statement of Eligibility of Wilmington Trust, National Association, as trustee, with respect to the Indenture.
d.6**	Indenture, dated April 15, 2016, between Medallion Financial Corp. and Wilmington Trust, National Association.
d.7**	First Supplemental Indenture, dated April 15, 2016, between Medallion Financial Corp. and Wilmington Trust, National Association.
e.	Dividend Reinvestment Plan. Filed as Exhibit (e) to the Post-Effective Amendment No. 1 to our Registration Statement on Form N-2 (File No. 333-178644) and incorporated by reference herein.
f.	Not applicable.
g.	Not applicable.
h.**	Underwriting Agreement, dated April 12, 2016.
i.1	First Amended and Restated Employment Agreement, between Medallion Financial Corp. and Alvin Murstein dated May 29, 1998. Filed as Exhibit 10.19 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (File No. 814-00188) and incorporated by reference herein.
i.2	First Amended and Restated Employment Agreement, between Medallion Financial Corp. and Andrew M. Murstein dated May 29, 1998. Filed as Exhibit 10.20 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1998 (File No. 814-00188) and incorporated by reference herein.
i.3	Employment Agreement, between Medallion Financial Corp. and Michael Kowalsky dated August 3, 2006. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on August 4, 2006 (File No. 814-0018) and incorporated by reference herein.
i.4	Employment Agreement, between Medallion Financial Corp. and Marc Adelson dated October 20, 2014. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on March 16, 2015 (File No. 814-0018) and incorporated by reference herein.

i.5	Medallion Financial Corp. Amended and Restated 1996 Stock Option Plan. Filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 (File No. 814-0018) and incorporated by reference herein.
i.6	2006 Employee Stock Option Plan. Filed as Exhibit II to our definitive proxy statement for our 2006 Annual Meeting of Shareholders filed on April 28, 2006 (File No. 814-0018) and incorporated by reference herein.
i.7	First Amended and Restated 2006 Non-Employee Director Stock Option Plan. Filed as Exhibit B to Amendment No. 3 to Form 40-APP filed on June 18, 2012 (File No. 812-13666) and incorporated by reference herein.
i.8	Medallion Funding Corp. 401(k) Savings Plan. Filed as Exhibit (i.2) to our Registration Statement on Form N-2A (File No. 333-1670) and incorporated by reference herein.
i.9	2009 Employee Restricted Stock Plan. Filed as Exhibit I to our definitive proxy statement for our 2010 Annual Meeting of Shareholders filed on April 29, 2010 (File No. 814-0018) and incorporated by reference herein.
j.1	Custodian Agreement, effective July 23, 2003, among Wells Fargo Bank Minnesota, National Association, as custodian, and Medallion Financial Corp., Medallion Funding Corp. and Freshstart Venture Capital Corp. Filed as Exhibit j.1 to our Registration Statement on Form N-2 (File No. 333-178644) and incorporated by reference herein.
j.2	Custodial Agreement, dated as of December 12, 2008, among DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, Taxi Medallion Loan Trust III, Wells Fargo Bank, National Association, and Medallion Funding Corp. Filed as Exhibit j.2 to our Registration Statement on Form N-2 (File No. 333-178644) and incorporated by reference herein.
k.1	Indenture of Lease, dated October 31, 1997, by and between Sage Realty Corporation, as Agent and Landlord, and Medallion Financial Corp., as Tenant. Filed as Exhibit 10.64 to the Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (File No. 814-0018) and incorporated by reference herein.
k.2	First Amendment of Lease, dated September 6, 2005, by and between Medallion Financial Corp. and Sage Realty Corporation. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on September 12, 2005 (File No. 814-0018) and incorporated by reference herein.
k.3	Second Amendment of Lease, dated August 5, 2015, by and between Medallion Financial Corp. and Sage Realty Corporation. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on August 7, 2015 (File No. 814-0018) and incorporated by reference herein.
k.4	Commitment Letter, dated March 1, 2006, by the Small Business Administration to Medallion Capital, Inc., accepted and agreed to by Medallion Capital, Inc. on March 8, 2006. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on March 9, 2006 (File No. 000-27812) and incorporated by reference herein.
k.5	Commitment Letter, dated September 20, 2006, by the Small Business Administration to Freshstart Venture Capital Corp., accepted and agreed to by Freshstart Venture Capital Corp. on October 10, 2006. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on October 11, 2006 (File No. 814-00188) and incorporated by reference herein.
k.6	Commitment Letter, dated September 1, 2010, by the Small Business Administration to Medallion Capital, Inc., accepted and agreed to by Medallion Capital, Inc. on September 7, 2010. Filed as Exhibit 10.2 to the Current Report on Form 8-K filed on September 13, 2010 (File No. 814-00188) and incorporated by reference herein.
k.7	Commitment Letter, dated September 1, 2010, by the Small Business Administration to Freshstart Venture Capital Corp., accepted and agreed to by Freshstart Venture Capital Corp. on September 8, 2010. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on September 13, 2010 (File No. 814-00188) and incorporated by reference herein.

k.8	Commitment Letter, dated January 25, 2013, by the Small Business Administration to Medallion Capital, Inc., accepted and agreed to by Medallion Capital, Inc. on January 28, 2013. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 30, 2013 (File No. 814-00188) and incorporated by reference herein.
k.9	Commitment Letter, dated February 6, 2013, by the Small Business Administration to Freshstart Venture Capital Corp., accepted and agreed to by Freshstart Venture Capital Corp. on February 13, 2013. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on February 14, 2013 (File No. 814-00188) and incorporated by reference herein.
k.10	Commitment Letter, dated July 29, 2013, by the Small Business Administration to Freshstart Venture Capital Corp., accepted and agreed to by Freshstart Venture Capital Corp. on August 1, 2013. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on August 5, 2013 (File No. 814-00188) and incorporated by reference herein.
k.11	Commitment Letter, dated September 2, 2014, by the Small Business Administration to Medallion Capital, Inc., accepted and agreed to by Medallion Capital, Inc. on September 2, 2014. Filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2014 (File No. 814-00188) and incorporated by reference herein.
k.12	Commitment Letter, dated April 15, 2015, by the Small Business Administration to Medallion Capital, Inc., accepted and agreed to by Medallion Capital, Inc. on April 20, 2015. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 21, 2015 (File No. 814-00188) and incorporated by reference herein.
k.13	Commitment Letter, dated October 27, 2015, by the Small Business Administration to Medallion Capital, Inc. accepted and agreed to by Medallion Capital, Inc. on November 2, 2015. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on November 3, 2015 ( File No 814-00188) and incorporated by reference herein.
k.14	Commitment Letter, dated March 30, 2016, by the Small Business Administration to Medallion Capital, Inc., accepted and agreed to by Medallion Capital, Inc. on April 7, 2016. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 7, 2016 (File No. 814-00188) and incorporated by reference herein.
k.15	Fixed/Floating Rate Junior Subordinated Note, dated June 7, 2007, by Medallion Financial Corp., in favor of Medallion Financing Trust I. Filed as Exhibit 4.1 to the Current Report on Form 8-K filed on June 11, 2007 (File No. 814-00188) and incorporated by reference herein.
k.16	Junior Subordinated Indenture, dated as of June 7, 2007, between Medallion Financing Trust I and Wilmington Trust Company as trustee. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on June 11, 2007 (File No. 814-00188) and incorporated by reference herein.
k.17	Amended and Restated Trust Agreement, dated as of June 7, 2007, among Medallion Financial Corp. as depositor, Wilmington Trust Company as property trustee and Delaware trustee and the Administrative Trustees named therein. Filed as Exhibit 10.2 to the Current Report on Form 8-K filed on June 11, 2007 (File No. 814-00188) and incorporated by reference herein.
k.18	Purchase Agreement, dated as of June 7, 2007, among Medallion Financial Corp., Medallion Financing Trust I, and Merrill Lynch International. Filed as Exhibit 10.3 to the Current Report on Form 8-K filed on June 11, 2007 (File No. 814-00188) and incorporated by reference herein.
k.19	Loan and Security Agreement, dated as of December 12, 2008, among Taxi Medallion Loan Trust III, Autobahn Funding Company LLC, as Lender, and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, as Agent. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on December 16, 2008 (File No. 814-00188) and incorporated by reference herein.
k.20	Amendment No. 1 to Loan and Security Agreement, dated as of August 5, 2009, by and among Taxi Medallion Loan Trust III, Autobahn Funding Company LLC, as Lender, and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, as Agent. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on August 10, 2009 (File No. 814-00188) and incorporated by reference herein.
k.21	Servicing Agreement, dated as of December 12, 2008, by and among Taxi Medallion Loan Trust III, Medallion Funding Corp., and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main. Filed as Exhibit 10.2 to the Current Report on Form 8-K filed on December 16, 2008 (File No. 814-00188) and incorporated by reference herein.

k.22	Loan Sale and Contribution Agreement, dated December 12, 2008, by and between Medallion Funding Corp. and Taxi Medallion Loan Trust III. Filed as Exhibit 10.3 to the Current Report on Form 8-K filed on December 16, 2008 (File No. 814-00188) and incorporated by reference herein.
k.23	Limited Recourse Guaranty, dated as of December 12, 2008, by Medallion Funding Corp., in favor of Autobahn Funding Company LLC, as Lender, and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, as Agent. Filed as Exhibit 10.5 to the Current Report on Form 8-K filed on December 16, 2008 (File No. 814-00188) and incorporated by reference herein.
k.24	Performance Guaranty, dated as of December 12, 2008, by Medallion Financial Corp., in favor of Taxi Medallion Loan Trust III, Autobahn Funding Company LLC, as Lender, and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, as Agent. Filed as Exhibit 10.6 to the Current Report on Form 8-K filed on December 16, 2008 (File No. 814-00188) and incorporated by reference herein.
k.25	Reaffirmation Agreement, dated as of February 26, 2010, by and among Medallion Funding LLC, Taxi Medallion Loan Trust III, DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, in its capacity as Agent, and Wells Fargo Bank, National Association. Filed as Exhibit 10.2 to the Current Report on Form 8-K filed on March 5, 2010 (File No. 814-00188) and incorporated by reference herein.
k.26	Omnibus Amendment, dated as of December 12, 2013, by and among Taxi Medallion Loan Trust III, Medallion Funding LLC, Medallion Financial Corp., Medallion Capital, Inc., Freshstart Venture Capital Corp., Autobahn Funding Company LLC, and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on December 16, 2013 (File No. 814-00188) and incorporated by reference herein.
k.27	Second Amended and Restated Trust Agreement, dated as of December 12, 2013, by and between Medallion Funding LLC and U.S. Bank Trust, N.A. Filed as Exhibit 10.2 to the Current Report on Form 8-K filed on December 16, 2013 (File No. 814-00188) and incorporated by reference herein.
k.28	Amended and Restated Loan and Security Agreement, dated as of March 28, 2011, by and among Medallion Financial Corp., Medallion Funding LLC and Sterling National Bank. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on April 1, 2011 (File No. 814-00188) and incorporated by reference herein.
k.29	Amended and Restated Unlimited Guaranty, dated March 28, 2011, by Medallion Funding LLC, in favor of Sterling National Bank. Filed as Exhibit 10.2 to the Current Report on Form 8-K filed on April 1, 2011 (File No. 814-00188) and incorporated by reference herein.
k.30	First Amendment to Amended and Restated Loan and Security Agreement, dated September 1, 2011, by and among Medallion Financial Corp., Medallion Funding LLC and Sterling National Bank. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on September 7, 2011 (File No. 814-00188) and incorporated by reference herein.
k.31	Second Amendment to Amended and Restated Loan and Security Agreement, dated January 8, 2013, by and among Medallion Financial Corp., Medallion Funding LLC and Sterling National Bank. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 11, 2013 (File No. 814-00188) and incorporated by reference herein.
k.32	Third Amendment to Amended and Restated Loan and Security Agreement, dated October 23, 2013, by and among Medallion Financial Corp., Medallion Funding LLC and Sterling National Bank. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on November 5, 2013 (File No. 814-00188) and incorporated by reference herein.
k.33	Fourth Amendment to Amended and Restated Loan and Security Agreement, dated August 11, 2014, by and among Medallion Financial Corp., Medallion Funding LLC and Sterling National Bank. Filed as Exhibit 10.1 to the Current Report on Form 8-K filed on August 11, 2014 (File No. 814-00188) and incorporated by reference herein.
l.1**	Opinion of Willkie Farr & Gallagher LLP and consent to its use.

l.2**	Opinion of Jones Waldo and consent to its use.
l.3*	Opinion of Willkie Farr & Gallagher LLP and consent to its use.
1.4*	Opinion of Jones Waldo and consent to its use.
1.5*	Opinion of Willkie Farr & Gallagher LLP and consent to its use.
m.	Not applicable.
n.1**	Consent of WeiserMazars LLP, independent registered public accounting firm.
n.2	Opinion of WeiserMazars LLP, independent registered public accounting firm, regarding “Senior Securities” table. Filed as Exhibit n.2 to our Registration Statement on Form N-2 (File No. 333-206692) and incorporated by reference herein.
n.3**	Opinion of WeiserMazars LLP, independent registered public accounting firm, regarding unaudited “Senior Securities” table.
o.	Not applicable.
p.	Not applicable.
q.	Not applicable.
r.	Code of Ethical Conduct and Insider Trading Policy. Filed as Exhibit r to our Registration Statement on Form N-2 (File No. 333-178644) and incorporated by reference herein.

* Filed herewith.

** Previously filed.

ITEM 26. MARKETING ARRANGEMENTS

The information contained under the heading “Plan of Distribution” on this Registration Statement is incorporated herein by reference and any information concerning any underwriters for a particular offering will be contained in the prospectus supplement related to that offering.

ITEM 27. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*

Commission registration fee	$	11,620
NASDAQ Listing Fee	$	11,000
FINRA filing fee	$	35,000
Accounting fees and expenses	$	150,000
Legal fees and expenses	$	500,000
Printing and engraving	$	50,000
Miscellaneous fees and expenses	$	22,380
Total	$	780,000

* Estimated for filing purposes.

All of the expenses set forth above shall be borne by us.

ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

Name	Percentage of Voting Securities Owned By Us			Jurisdiction of Organization
Medallion Funding LLC(1)		100	%	New York
Medallion Capital, Inc.(1)		100	%	Minnesota
Freshstart Venture Capital Corp.(1)		100	%	New York
Medallion Bank(2)		100	%	Utah
Taxi Medallion Loan Trust III(1)		100	%	Delaware
Medallion Servicing Corp.(2)		100	%	Delaware
Medallion Fine Art, Inc.(2)		100	%	Delaware
LAX Group, LLC(2)		42	%	Delaware

(1) These subsidiaries are included in our Consolidated Financial Statements.

(2) These subsidiaries are not included in our Consolidated Financial Statements because Securities and Exchange Commission regulations prohibit the consolidation of non-investment companies with investment companies.

ITEM 29. NUMBER OF HOLDERS OF SECURITIES

The following table sets forth the approximate number of record holders of our common stock as of April 27, 2016.

Title of Class	NUMBER OF RECORD HOLDERS
Common stock, $0.01 par value		203

ITEM 30. INDEMNIFICATION

Section 145 of the DGCL grants us the power to indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was our director, officer, employee or agent, or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, provided, however, no indemnification shall be made in connection with any proceeding brought by or in our right where the person involved is adjudged to be liable to us except to the extent approved by a court. Article TENTH of our certificate of incorporation as currently in effect provides that we shall, to the fullest extent permitted by the DGCL, as amended from time to time, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was, or has agreed to become, our director or officer, or is or was serving, or has agreed to serve, at our request, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise. The indemnification provided for in Article TENTH is expressly not exclusive of any other rights to which those seeking indemnification may be entitled under any law, agreement or vote of shareholders or disinterested directors or otherwise, and shall inure to the benefit of the heirs, executors and administrators of such persons. Article TENTH permits the Board of Directors to authorize the grant of indemnification rights to our other employees and agents and such rights may be equivalent to, or greater or less than, those set forth in Article TENTH.

Article V, Section 2 of our by-laws provides that we shall have the power to purchase and maintain insurance on behalf of any person who is or was our director, officer, employee or agent, or is or was serving at our request, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against and incurred by such person in any such capacity.

Pursuant to Section 102(b)(7) of the DGCL, Article NINTH of our certificate of incorporation eliminates a director’s personal liability for monetary damages to us and its shareholders for breaches of fiduciary duty as a director, except to the extent that the elimination or limitation of liability is not then permitted under the DGCL.

Our by-laws and certificate of incorporation provide indemnification to the maximum extent permitted by Delaware law and the 1940 Act.

We have agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments that the Underwriters may be required to make in respect thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of an action, suit or proceeding) is asserted by a director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

ITEM 31. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

Not Applicable.

ITEM 32. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act, pursuant to Section 64 of the 1940 Act, and the rules thereunder are maintained at the offices of:

(1) Medallion Financial Corp., 437 Madison Avenue, 38^th Floor, New York, New York 10022;

(2) the transfer agent, American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, New York 11219; and

(3) the custodian, Wells Fargo Bank, National Association, 1055 Tenth Avenue S.E., Minneapolis, Minnesota 55414.

ITEM 33. MANAGEMENT SERVICES

Not Applicable.

ITEM 34. UNDERTAKINGS

1. We undertake to suspend the offering of the securities until the prospectus is amended if (1) subsequent to the effective date of its registration statement, the net asset value declines more than ten percent from its net asset value as of the effective date of the registration statement; or (2) the net asset value increases to an amount greater than the net proceeds as stated in the prospectus.

2. We undertake:

(a) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the Registration Statement;

(b) that for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof; and

(c) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

3. We undertake:

(a) that for the purpose of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 497(h) under the Securities Act of 1933 shall be deemed to be part of this Registration Statement as of the time it was declared effective; and

(b) that for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and the State of New York, on the 29th day of April, 2016.

MEDALLION FINANCIAL CORP.
By:	/S/         ALVIN MURSTEIN
	Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Title	Date
/S/         ALVIN MURSTEIN         Alvin Murstein	Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)	April 29, 2016
/S/         LARRY D. HALL         Larry D. Hall	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	April 29, 2016
/S/         ANDREW M. MURSTEIN	President and Director	April 29, 2016
Andrew M. Murstein
*	Director	April 29, 2016
Henry L. Aaron
*	Director	April 29, 2016
Henry D. Jackson
*	Director	April 29, 2016
Stanley Kreitman
*	Director	April 29, 2016
Frederick A. Menowitz
*	Director	April 29, 2016
David L. Rudnick
*	Director	April 29, 2016
Lowell P. Weicker, Jr.

*By:	/S/         ALVIN MURSTEIN
	Alvin Murstein
	/S/         ANDREW M. MURSTEIN
	Andrew M. Murstein
	As Attorneys-In-Fact

EXHIBIT INDEX

Number	Description
l.3	Opinion of Willkie Farr & Gallagher LLP and consent to its use.
l.4	Opinion of Jones Waldo and consent to its use.
1.5	Opinion of Willkie Farr & Gallagher LLP and consent to its use.

EX-99.L.3

Exhibit l.3

WILLKIE FARR & GALLAGHER LLP OPINION

April 29, 2016

Keefe, Bruyette & Woods, Inc.

 as Representative of the several

 Underwriters named in Schedule I

 to the Underwriting Agreement

Wilmington Trust, National Association

 as Trustee under the Base Indenture

 and Supplemental Indenture

Ladies and Gentlemen:

We have acted as counsel to Medallion Financial Corp., a Delaware corporation (the “Company”) that is a non-diversified closed-end management investment company that has elected to be treated as a “business development company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), in connection with the offer and sale, of (i) $30,000,000 aggregate principal amount of its 9.000% Notes due 2021 (the “Securities”) and (ii) $3,625,000 aggregate principal amount of its 9.000% Notes due 2021 (the “Option Securities”) in connection with the exercise by the Underwriters of their over-allotment option pursuant to Section 2 of the Underwriting Agreement, dated April 12, 2016, between the Company and Keefe, Bruyette & Woods, Inc. as Representative of the several Underwriters named in Schedule I thereto (the “Underwriting Agreement”). The Option Securities are being issued under that certain Indenture, dated April 15, 2016 (the “Base Indenture”), between the Company and the Wilmington Trust, N.A. (the “Trustee”), as supplemented by the First Supplemental Indenture, dated April 15, 2016, between the Company and the Trustee. The Option Securities are being sold pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), and have been registered under the Company’s Registration Statement on Form N-2 (File No. 333-206692 (the “Registration Statement”).

This opinion is being delivered to you at the request of the Company pursuant to Section 6 of the Underwriting Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings ascribed to them in the Underwriting Agreement.

In connection with the foregoing, we have examined originals or copies of the Registration Statement and the Underwriting Agreement, the preliminary prospectus, Time of Sale Prospectus and the Prospectus, each Omitting

Prospectus, if any, the Indenture, the Securities, the certificate of incorporation and the by-laws of the Company, the over-allotment option exercise notice, dated as of April 26, 2016 the (“Option Exercise”) and the certificate representing the Securities relating to the Option Exercise. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of all such documents, corporate records, certificates and other instruments as we have deemed necessary or appropriate to enable us to render the opinions expressed below.

As to factual matters, we have assumed the accuracy and relied upon certificates of public officials, certificates and statements (including the representations in the Underwriting Agreement and the certificates delivered pursuant to the Underwriting Agreement on the date hereof) of officers of the Company, and such other documents as we have deemed necessary or appropriate to enable us to render the opinions expressed below, and we have not undertaken any independent investigation to determine the existence or absence of such factual matters. In such examination, we have assumed the genuineness of all signatures on original or certified or otherwise identified documents, the authenticity of all Company and corporate records, agreements, documents, instruments and certificates submitted to us as originals, the conformity to original documents and agreements of all documents and agreements submitted to us as conformed, certified or photostatic copies thereof and the authenticity of the originals of such conformed, certified or photostatic copies.

A. Based upon the foregoing and subject to the qualifications expressed below, we are of the opinion that:

1. The Company meets the requirements for the use of Form N-2 under the Acts; the Registration Statement is effective under the Securities Act and, to our knowledge, no stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose are pending before or threatened by the Commission.

2. The Company meets the requirements to register securities for an offering to be made on a continuous or delayed basis pursuant to of Rule 415(a)(1)(x) under the Securities Act.

3. The filing of the preliminary prospectus, Time of Sale Prospectus and the Prospectus pursuant to Rule 497 of the applicable Rules and Regulations has been made in the manner and within the time periods required by Rule 497 of the applicable Rules and Regulations.

4. The Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has the power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction

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in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company.

5. Each of Medallion Funding LLC and Freshstart Venture Capital Corp. has been duly formed and are validly existing and in good standing under the laws of the State of New York.

6. The Company is a non-diversified, closed-end management investment company that has elected to be treated as a “business development company” under the Investment Company Act and, to our knowledge, such election is in effect and no order of suspension or revocation of such election has been issued or proceedings therefor initiated or threatened by the Commission; to our knowledge, no person is serving or acting as an officer or director of the Company except in accordance with the provisions of the Investment Company Act and the Advisers Act and no person is acting as an investment adviser (as such term is defined in the Investment Company Act and the Advisers Act) to the Company.

7. Assuming due authorization, execution and delivery by all parties thereto other than the Company, the Underwriting Agreement has been duly authorized, executed and delivered by the Company.

8. The execution and delivery by the Company of, and the performance by the Company of its obligations under, the Underwriting Agreement, the Base Indenture, the Supplemental Indenture, the Securities and the Option Securities will not (i) violate any applicable New York or federal law or statute known to us to be customarily applicable to offerings of the type contemplated by the Underwriting Agreement or the Delaware General Corporation Law, (ii) violate the certificate of incorporation and by-laws of the Company, (iii) breach or result in a default under the agreements listed on Schedule I hereto (such agreements, the “Covered Agreements”) or (iv) to our knowledge, violate any judgment, order or decree of any U.S. federal or state governmental body, agency or court having jurisdiction over the Company that could be reasonably expected to have a material adverse effect on the Company.

9. No consent, approval, authorization, order or permit of, or qualification with, any U.S. federal or N.Y. governmental body or agency, self-regulatory organization or court or other tribunal is required for the performance by the Company of its obligations under the Underwriting Agreement, the Base Indenture, the First Supplemental Indenture, the Securities or the Option Securities, except: (a) such as have been obtained or made; (b) such as may be required by the Acts,

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the Exchange Act, or the applicable Rules and Regulations; or (c) such as may be required under the rules and regulations of NASDAQ, the rules and regulations of FINRA or by the securities or Blue Sky laws of the various states and foreign jurisdictions in connection with the offer and sale of the Securities.

10. The certificate of incorporation and the by-laws of the Company each comply in all material respects with all applicable provisions of the Acts and the applicable Rules and Regulations, and all approvals of such documents required under the Investment Company Act by the Company’s stockholders and Board of Directors have been obtained and are in full force and effect.

11. The Indenture has been duly qualified under the Trust Indenture Act.

12. The Base Indenture and the First Supplemental Indenture have each been duly authorized, executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of general applicability.

13. The Securities and Option Securities have been duly authorized, executed and, assuming authentication in accordance with the provisions of the Indenture are valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of general applicability, and will be entitled to the benefits of the Indenture.

14. [Reserved].

15. Each of the Company and each of its RIC Subsidiaries that is intended to qualify as a regulated investment company has qualified to be taxed as a regulated investment company under Subchapter M of the Code for the taxable year ended on December 31, 2015.

16. The statements relating to legal matters, documents or proceedings included in the Time of Sale Prospectus and the Prospectus under the captions “Government Regulation,” “Description of our Debt Securities,” “Description of Notes,” “Description of Other Indebtedness,” “Material U.S. Federal Income Tax Considerations” and insofar as such statements purport to summarize certain provisions of the Underwriting Agreement, “Underwriting,” in each case fairly summarize in all material respects such matters, documents or proceedings.

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17. To our knowledge, there are no legal or governmental proceedings pending or threatened to which the Company is a party or to which any of the properties of the Company is subject that are required to be described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and are not so described or of any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or, in the case of documents, to be filed as exhibits to the Registration Statement that are not described or filed as required.

18. Each Omitting Prospectus, if any, complies with the requirements of Rule 482 and complies in all material respects with the Acts, the Rules and Regulations and the rules and regulations of FINRA; and all advertisements authorized in writing by the Company for use in the offering of the Securities complied and will comply with the requirements of the Acts, the applicable Rules and Regulations and the rules and regulations of the FINRA.

B. Because the primary purpose of our professional engagement was not to establish factual matters and because of the wholly or partially non-legal character of many of the determinations involved in the preparation of the Registration Statement, Time of Sale Prospectus, the Prospectus and each Omitting Prospectus, if any, we are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Time of Sale Prospectus, the Prospectus and each Omitting Prospectus, if any, and make no representation that we have independently verified the accuracy, completeness or fairness of such statements. However, in the course of our acting as counsel to the Company in connection with the preparation of the Registration Statement, the Time of Sale Prospectus, the Prospectus and each Omitting Prospectus, if any, and our participation in discussions of the contents thereof, each of the Registration Statement, the Time of Sale Prospectus, the Prospectus and the Omitting Prospectus, if any, appear to appropriately responsive in all material respects to the requirements of the Acts and the applicable Rules and Regulations and nothing has come to our attention that causes us to believe that (1) the Registration Statement or the prospectus included therein (except for the financial statements and financial schedules and other financial and statistical data included therein, as to which we need not express any belief) at the time the Registration Statement became effective contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (2) the Time of Sale Prospectus (except for the financial statements and financial schedules and other financial and statistical data included therein, as to which we need not express any belief) as of the date of the Underwriting Agreement or as amended or supplemented, if applicable, as of the Closing Date, contained or contains any untrue statement of a material fact

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or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (3) the Prospectus (except for the financial statements and financial schedules and other financial and statistical data included or incorporated by reference therein, or omitted therefrom, as to which we need not express any belief) as of its date or as of the Closing Date contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (4) each Omitting Prospectus, if any, (except for the financial statements and financial schedules and other financial and statistical data included or incorporated by reference therein, or omitted therefrom, as to which we need not express any belief) as of its date or as of the Closing Date contained or contains any untrue statement of a material fact.

C. The foregoing opinions are subject to the following:

1. We do not express any opinion as to any matters governed by any laws other than laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States as in effect on the date hereof and typically applicable to the transactions of the type contemplated by the Underwriting Agreement and to the specific legal matters expressly addressed herein.

2. The opinion expressed in paragraph 1 of Part A as to no stop order suspending the effectiveness of the Registration Statement being in effect is based solely on a telephonic confirmation by a member of the Staff of the SEC as of the date hereof.

3. The opinions expressed in paragraphs 4 and 5 of Part A as to the good standing of each of the Company, Medallion Funding LLC and Freshstart Venture Capital Corp. are based solely upon a review of certificates of government officials or of The Corporation Service Company as of the date hereof certifying as to such matters.

4. In rendering the opinions set forth in paragraph 8(iii) of Part A, where any Covered Agreement states that it is governed by laws of a state other than the laws of the State of New York, we have not made any investigation of the laws of such other state but have merely assumed that they would be interpreted in accordance with their plain meaning. We have not reviewed any covenants in the Covered Agreements that may contain financial ratios and other similar financial restrictions, and no opinion is provided with respect thereto. We have also assumed that the transactions contemplated by the offering will not violate any solvency representations in any such Covered Agreement.

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5. In rendering the opinions set forth in paragraph 17 of Part A, we have not made any independent investigation of any domestic or foreign court, governmental or regulatory records to determine: (1) if there are any judgments, orders or decrees of any U.S. or non-U.S. court or governmental agency or authority having jurisdiction over the Company or any of its assets or properties; (2) if there exists any judgment, order, injunction or other restraint issued or filed with respect to the transactions contemplated by the Underwriting Agreement or the Prospectus or the performance by the Company of its obligations under the Underwriting Agreement; or (3) if any action, suit, claim or proceeding has been filed or is pending to which the Company is a party or to which any of the properties of the Company is subject.

6. When used in this opinion, the phrase “to our knowledge” or a similar phrase means the actual knowledge of attorneys within our firm who have devoted substantive attention to matters on behalf of the Company.

This letter and the opinions expressed herein are being furnished solely to you in connection with the above matter and may not be relied upon by you for any other purpose other than in connection with the transactions contemplated by the Underwriting Agreement and the Option Exercise and in connection with your due diligence examinations, provided that Wilmington Trust, National Association may rely on the opinions set out in A.4, A.5, A.8, A.9, A.10, A.11, A.12 and A.13 above. This letter may not be used, relied upon by or furnished to any other person or quoted, distributed or disclosed without our prior written consent. This letter is limited to the matters expressly stated herein and no opinion, statement or belief is implied or may be inferred beyond the matters expressly stated herein. Opinions rendered herein are as of the date hereof, and we make no undertaking, and expressly disclaim any duty, to update or supplement such opinions after the date hereof.

[Signature Page to Follow]

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Very truly yours,

/s/ Willkie Farr & Gallagher LLP

SCHEDULE I

1. Dividend Reinvestment Plan.

2. Medallion Financial Corp. Amended and Restated 1996 Stock Option Plan.

3. Medallion Financial Corp. Amended and Restated 1996 Non-Employee Directors Stock Option Plan.

4. 2006 Employee Stock Option Plan.

5. 2006 Non-Employee Director Stock Option Plan.

6. Medallion Funding Corp. 401(k) Savings Plan.

7. 2009 Employee Restricted Stock Plan.

8. Commitment Letter, dated March 1, 2006, by the Small Business Administration to Medallion Capital, Inc., accepted and agreed to by Medallion Capital, Inc. on March 8, 2006.

9. Commitment Letter, dated September 20, 2006, by the Small Business Administration to Freshstart Venture Capital Corp., accepted and agreed to by Freshstart Venture Capital Corp. on October 10, 2006.

10. Commitment Letter, dated September 1, 2010, by the Small Business Administration to Medallion Capital, Inc., accepted and agreed to by Medallion Capital, Inc. on September 7, 2010.

11. Commitment Letter, dated September 1, 2010, by the Small Business Administration to Freshstart Venture Capital Corp., accepted and agreed to by Freshstart Venture Capital Corp. on September 8, 2010.

12. Commitment Letter, dated January 25, 2013, by the Small Business Administration to Medallion Capital, Inc., accepted and agreed to by Medallion Capital, Inc. on January 28, 2013.

13. Commitment Letter, dated February 6, 2013, by the Small Business Administration to Freshstart Venture Capital Corp., accepted and agreed to by Freshstart Venture Capital Corp. on February 13, 2013.

14. Commitment Letter, dated July 29, 2013, by the Small Business Administration to Freshstart Venture Capital Corp., accepted and agreed to by Freshstart Venture Capital Corp. on August 1, 2013.

15. Commitment Letter, dated September 2, 2014, by the Small Business Administration to Medallion Capital, Inc., accepted and agreed to by Medallion Capital, Inc. on September 2, 2014.

16. Commitment Letter, dated April 15, 2015, by the Small Business Administration to Medallion Capital, Inc., accepted and agreed to by Medallion Capital, Inc. on April 20, 2015.

17. Commitment Letter, dated October 27, 2015, by the Small Business Administration to Medallion Capital, Inc., accepted and agreed to by Medallion Capital, Inc. on November 2, 2015.

18. Fixed/Floating Rate Junior Subordinated Note, dated June 7, 2007, by Medallion Financial Corp., in favor of Medallion Financing Trust I.

19. Junior Subordinated Indenture, dated as of June 7, 2007, between Medallion Financing Trust I and Wilmington Trust Company as trustee.

I-1

20. Amended and Restated Trust Agreement, dated as of June 7, 2007, among Medallion Financial Corp. as depositor, Wilmington Trust Company as property trustee and Delaware trustee and the Administrative Trustees named therein.

21. Purchase Agreement, dated as of June 7, 2007, among Medallion Financial Corp., Medallion Financing Trust I, and Merrill Lynch International.

22. Loan and Security Agreement, dated as of December 12, 2008, among Taxi Medallion Loan Trust III, Autobahn Funding Company LLC, as Lender, and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, as Agent.

23. Amendment No. 1 to Loan and Security Agreement, dated as of August 5, 2009, by and among Taxi Medallion Loan Trust III, Autobahn Funding Company LLC, as Lender, and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main.

24. Omnibus Amendment, dated as of December 12, 2013, by and among Taxi Medallion Loan Trust III, Medallion Funding LLC, Medallion Financial Corp., Medallion Capital, Inc., Freshstart Venture Capital Corp., Autobahn Funding Company LLC, and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main.

25. Amendment No. 4 to Loan and Security Agreement, dated as of December 28, 2015, by and among Taxi Medallion Loan Trust III, Autobahn Funding Company LLC, and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main

26. Servicing Agreement, dated as of December 12, 2008, by and among Taxi Medallion Loan Trust III, Medallion Funding Corp., and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main.

27. Loan Sale and Contribution Agreement, dated December 12, 2008, by and between Medallion Funding Corp. and Taxi Medallion Loan Trust III.

28. Amended and Restated Trust Agreement, dated as of December 12, 2008, by and between Medallion Funding Corp. and U.S. Bank Trust, N.A.

29. Second Amended and Restated Trust Agreement, dated as of December 12, 2013, by and between Medallion Funding LLC and US Bank Trust, N.A.

30. Limited Recourse Guaranty, dated as of December 12, 2008, by Medallion Funding Corp., in favor of Autobahn Funding Company LLC, as Lender, and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, as Agent.

31. Performance Guaranty, dated as of December 12, 2008, by Medallion Financial Corp., in favor of Taxi Medallion Loan Trust III, Autobahn Funding Company LLC, as Lender, and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, as Agent.

32. Reaffirmation Agreement, dated as of February 26, 2010, by and among Medallion Funding LLC, Taxi Medallion Loan Trust III, DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main, in its capacity as Agent, and Wells Fargo Bank, National Association.

33. Amended and Restated Loan and Security Agreement, dated as of March 28, 2011, by and among Medallion Financial Corp., Medallion Funding LLC and Sterling National Bank.

34. Amended and Restated Unlimited Guaranty, dated March 28, 2011, by Medallion Funding LLC, in favor of Sterling National Bank.

35. First Amendment to Amended and Restated Loan and Security Agreement, dated September 1, 2011, by and among Medallion Financial Corp., Medallion Funding LLC and Sterling National Bank.

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36. Second Amendment to Amended and Restated Loan and Security Agreement, dated January 8, 2013, by and among Medallion Financial Corp., Medallion Funding LLC and Sterling National Bank.

37. Third Amendment to Amended and Restated Loan and Security Agreement, dated October 23, 2013, by and among Medallion Financial Corp., Medallion Funding LLC and Sterling National Bank.

38. Fourth Amendment to Amended and Restated Loan and Security Agreement, dated August 11, 2014, by and among Medallion Financial Corp., Medallion Funding LLC and Sterling National Bank.

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EX-99.L.4

Exhibit l.4

George R. Sutton

Sender’s direct 801-534-7217

Sender’s e-mail: gsutton@joneswaldo.com

April 29, 2016

Keefe, Bruyette & Woods, Inc.

As Representative of the several Underwriters

        named in Schedule I to the Underwriting

        Agreement

c/o Keefe, Bruyette & Woods, Inc.

787 Seventh Avenue

Fifth Floor

New York, NY 10019

Ladies and Gentlemen,

We have acted as counsel to Medallion Financial Corporation, a Delaware Corporation (the “Company”) and Medallion Bank, a Utah industrial bank (the “Bank”) in connection with the registration statement on Form N-2, including the base prospectus dated February 23, 2016, the preliminary prospectus supplement dated April 11, 2016, and the final prospectus supplement dated April 12, 2016 (the “Prospectus”) relating to the proposed public securities offering by the Company described in the Prospectus (the “Securities Offering”), and the Underwriting Agreement (the “Agreement”) dated as of April 12, 2016 by and between the Company as seller of certain securities (the “Securities”) and Keefe, Bruyette & Woods, Inc. as representative of the underwriters named in Schedule I of the Agreement.

This opinion is given at the request of the Company pursuant to the Agreement.

This opinion is given only with respect to the internal laws of the State of Utah and applicable federal laws.

In rendering this opinion we have examined the following documents:

1. The Agreement.

2. The Prospectus.

Keefe, Bruyette & Woods, Inc.

April 29, 2016

Page 2 of 4

3. Certified copies of the Articles of Incorporation of the Bank, including all amendments thereto.

4. A Certificate of Existence issued by the Utah Department of Commerce dated as of April 28, 2016 regarding the incorporation and good standing of the Bank under the laws of the State of Utah (the “Certificate of Existence”) on that date.

5. A Certificate of Good Standing issued by the Utah Department of Financial Institutions dated as of April 28, 2016 regarding the Bank’s good standing as a chartered industrial bank in the State of Utah (the “Good Standing Certificate”) as of that date.

6. A Secretary’s Certificate dated April 28, 2016 issued to the undersigned by the Secretary of the Bank (the “Secretary’s Certificate”).

With your permission, as to various questions of fact material to our opinion we have relied upon certificates, representations and warranties of public officials and officers and representatives of the Bank, including the Secretary’s Certificate, and have not independently established the facts in those certificates, representations and warranties upon which we rely in rendering this opinion.

In rendering the opinions expressed below, we have assumed, without investigation, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies and the authenticity of the originals of such copies, the legal capacity of all natural persons and the veracity of all information provided to us.

As to questions of fact material to the opinions hereinafter expressed, we have relied without independent investigation upon the representations and warranties of the Bank. We have made no examination or investigation to verify the accuracy or completeness of any financial, accounting, statistical or other factual information set forth in the Prospectus, any related prospectus, the Agreement, or with respect to any other financial, statistical, accounting or other factual matters and, accordingly, express no opinion with respect thereto. However, we do advise that we have no actual knowledge that such factual information is inaccurate in any material respect.

Based on the foregoing, and subject to the qualifications set forth herein, we are of the opinion that, under applicable Utah and federal law in effect on the date of this opinion letter:

1. Medallion Bank has been duly formed, validly exists in good standing under the laws of the jurisdiction of its formation and is validly chartered as an

Keefe, Bruyette & Woods, Inc.

April 29, 2016

Page 3 of 4

industrial bank. Medallion Bank has the power and authority to own its property and to conduct its business as described in the Agreement and to our knowledge is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole.

2. To our knowledge, Medallion Bank is in compliance with all applicable laws administered by, and all rules and regulations of, the Federal Deposit Insurance Corporation (the “FDIC”), the Utah Department of Financial Institutions (the “UDFI”), and any other federal or state bank regulatory authorities with jurisdiction over the Bank or its subsidiaries (collectively, the “Bank Regulatory Authorities”), except where such noncompliance would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Bank and its subsidiaries, taken as a whole.

3. The deposit accounts of Medallion Bank are insured up to applicable limits by the FDIC and no proceedings for the termination or revocation of such insurance are pending or, to our knowledge, threatened.

4. Except as disclosed in the Prospectus, Medallion Bank, to our knowledge, is not a party to any written agreement or memorandum of understanding with, or a party to any commitment letter or similar undertaking to, or subject to any order or directive by, or a recipient of any extraordinary supervisory letter from, a Bank Regulatory Authority, nor to our knowledge has the Bank’s board of directors adopted any resolutions at the request of any Bank Regulatory Authority that currently restricts the conduct of the Bank’s business, or relates to its capital adequacy, its credit policies or its management, in each case that is applicable to Medallion Bank specifically rather than to banks and bank holding companies generally.

The opinions expressed above are based upon and subject to the further comments, assumptions, limitations, qualifications and exceptions set forth below:

A. We are a Utah based law firm and do not express any opinion as to any laws other than the laws of the State of the State of Utah and applicable federal laws typically applicable to transactions of the type contemplated by the Prospectus and the Agreement, and the present judicial interpretations thereof.

B. When used herein, the phrase “to our knowledge” means that, in the course of our representation of the Bank and the Company, and during our examination of any documents and certificates, no information that would give us current and actual knowledge of the inaccuracy of such statement has come to the

Keefe, Bruyette & Woods, Inc.

April 29, 2016

Page 4 of 4

attention of those attorneys in our firm who have actively represented the Bank or the Company, and does not refer to the knowledge, direct, indirect or imputed, of any other lawyers of this firm or of the firm generally.

C. With respect to licensing requirements described in paragraph 1 above, and compliance with laws and regulations described in paragraph 2 above, our opinion, with your permission, is based solely on representations in an officer’s certificate provided to us by an officer of Medallion Bank and we have not conducted our own review or examination of the Bank’s operations to determine that the Bank fully complies with all such requirements. Additionally, opinions of regulatory and other government authorities are solely within their discretion and no assurance is or can be given that all such authorities will find the Bank in full compliance with all laws, rules, regulations and licensing requirements in future examinations.

D. The opinions expressed herein are given as of the date of this letter and we assume no obligation to update or supplement such opinions to reflect any fact or circumstance that may hereafter occur or become effective.

This opinion letter is rendered for the sole benefit of each addressee hereof and no other person or entity is entitled to rely hereon without our express written permission.

Very truly yours,

/s/ JONES WALDO HOLBROOK & McDONOUGH, P.C.

EX-99.L.5

Exhibit l.5

WILLKIE FARR & GALLAGHER LLP OPINION

April 29, 2016

Medallion Financial Corp.

437 Madison Avenue

New York, New York 10022

Re: Medallion Financial Corp. Registration Statement on Form N-2 (File No. 333-206692)

Ladies and Gentlemen:

We have acted as counsel to Medallion Financial Corp., a corporation organized under the laws of the State of Delaware and a non-diversified closed-end management investment company that has elected to be treated as a “business development company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”) (the “Company”), in connection with the preparation of a registration statement on Form N-2, as amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act relating to an offering by the Company of up to $100,000,000 of: (i) shares of common stock, $0.01 par value per share, of the Company (the “Common Stock”), (ii) shares of preferred stock, par value $0.01 per share, of the Company (the “Preferred Stock”), (iii) debt securities (the “Debt Securities”), (iv) subscription rights to purchase Common Stock (the “Subscription Rights”) and (v) warrants to purchase Common Stock, Preferred Stock or Debt Securities (the “Warrants”). The Registration Statement provides that the Debt Securities may be issued and sold by the Company from time to time in amounts, at prices and on terms to be set forth in the prospectus (the “Prospectus”) and supplements to the Prospectus, if any (each, a “Prospectus Supplement”).

This opinion letter is rendered in connection with the issuance and sale of $33,625,000 aggregate principal amount of 9.000% Notes due 2021 (“Securities”), as described in the Prospectus Supplement, dated as of April 12, 2016, filed with the Securities and Exchange Commission pursuant to Rule 497 under the Securities Act. The Securities are being sold by the Company pursuant to an underwriting agreement, dated as of April 12, 2016, by and among the Company and Keefe, Bruyette & Woods, Inc., as representative of the several underwriters named therein (the “Underwriting Agreement”). The Securities are being issued pursuant to an indenture, dated April 15, 2016 (the “Indenture”), entered into between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture the (“First Supplemental Indenture”), substantially in the form filed as an exhibit to the Prospectus Supplement, entered into between the Company and the Trustee.

We have examined such documents as we have considered necessary for purposes of this opinion, including: (i) the Registration Statement, including the Prospectus and Prospectus Supplement, (ii) the Underwriting Agreement, (iii) the Indenture, (iv) the First Supplemental Indenture, (v) the specimen of the global note, (vi) the resolutions of the board of directors of the Company, or a duly authorized committee thereof, relating to, among other things, (a) the authorization and approval of the

preparation and filing of the Registration Statement and (b) the authorization of the issuance, offer and sale of the Securities pursuant to the Registration Statement, certified as of the date hereof by an officer of the Company, (vii) copies of the Company’s Certificate of Incorporation and By-laws and (viii) copies of such records of the Company and such other certificates and such other documents and matters of law as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to the opinions expressed below, we have relied without independent check or verification upon certificates or comparable documents of public officials and officers and representatives of the Company and statements of fact contained in the documents we have examined. In our examination and in rendering our opinions contained herein, we have assumed (i) the genuineness of all signatures of all parties, (ii) the authenticity of all corporate records, documents, agreements, instruments and certificates submitted to us as originals and the conformity to original documents and agreements of all documents and agreements submitted to us as conformed, certified or photostatic copies and (iii) the legal capacity and competency of natural persons.

We have also assumed that, at or prior to the delivery of any such Security, (i) each party to any document (other than the Company) has the power, corporate or other, to enter into and perform all obligations in accordance with the documents to be executed by such party; (ii) each party to such documents (other than the Company) has duly and validly executed and delivered such documents and such documents are valid and binding obligations of such parties and (iii) that all consents, approvals and authorizations by any governmental authority required to be obtained by all parties (other than the Company) have been obtained by such parties.

Based upon the foregoing and subject to the assumptions, qualifications and exceptions set forth herein, we are of the opinion that the Securities have been duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the underwriters pursuant to the Underwriting Agreement, the Securities will constitute valid and binding obligations of the Company, as applicable, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to the validity, legally binding effect or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Securities to the extent determined to constitute unearned interest.

The foregoing opinions are subject to the following assumptions, qualifications and exceptions:

1. The opinions expressed herein are limited to the laws of the State of New York and Delaware General Corporation Law as in effect on the date of this opinion typically applicable to transactions of the type contemplated by this opinion and to the specific legal matters expressly addressed herein, and no opinion is expressed or implied with respect to the laws of any other jurisdiction or any legal matter not expressly addressed herein.

2. This letter speaks only as of the date hereof and is limited to present statutes, regulations and administrative and judicial interpretations. We undertake no responsibility to update or supplement this letter after the date hereof.

We hereby consent to filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Legal Matters” in the Prospectus Supplement included as part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

Very truly yours,

/s/ Willkie Farr & Gallagher LLP