EX-5.1 2 ex5-1.htm

 

 

August 30, 2018

 

MGT Capital Investments, Inc.

512 S. Mangum Street, Suite 408

Durham, NC 27701

 

Re: Securities registered under Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel to MGT Capital Investments, Inc., a Delaware corporation (“you” or the “Company”) in connection with your filing of a Prospectus Supplement (the “Prospectus Supplement”) to Registration Statement on Form S-3 (File No. 333 - 225589) (the “Registration Statement”) originally filed on June 13, 2018, with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of the offer by the Company of up to $150,000,000 of any combination of securities of the types specified therein, that was declared effective by the Commission on August 10, 2018. We are delivering this opinion letter in connection with the Prospectus Supplement filed on August 30, 2018 by the Company with the Commission pursuant to Rule 424 under the Securities Act. The Prospectus Supplement relates to the offering by the Company of up to $35,000,000 of shares (the “Shares”) of the Company’s common stock covered by the Registration Statement and the Prospectus Supplement. We understand that the Shares are to be offered and sold in the manner as described in the Prospectus Supplement pursuant to an Equity Purchase Agreement between the Company and L2 Capital, LLC (the “Purchase Agreement”).

 

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.

 

The opinion set forth below is limited to the corporate laws of the State of Delaware (which includes reported judicial decisions interpreting the corporate laws of the State of Delaware).

 

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Purchase Agreement, will be validly issued, fully paid and non-assessable.

 

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Prospectus Supplement and to the references to our firm under the caption “Legal Matters” in the Prospectus Supplement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

 

Very truly yours,

 

/s/ SICHENZIA ROSS FERENCE KESNER LLP

 

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