EX-5.1 2 d742596dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

LOGO

August 2, 2019

Marlin Business Services Corp.

300 Fellowship Road

Mount Laurel, New Jersey 08054

 

Re:

Marlin Business Services Corp.—Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Marlin Business Services Corp., a Pennsylvania corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to the registration of the offering of up to 1,092,522 shares of common stock, par value $0.01 per share (the “Shares”), of the Company issuable under the Marlin Business Services Corp. 2019 Equity Compensation Plan (the “Plan”).

In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the articles of incorporation and bylaws of the Company, the Plan and such other documents, records and other instruments as we have deemed appropriate for the purposes of the opinion set forth herein.

We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.

Based upon the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when issued and delivered by the Company in the manner and on the terms described in the Plan, will be validly issued, fully paid and non-assessable.

The opinions expressed herein are limited to the laws of the Commonwealth of Pennsylvania.

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 Securities and Exchange Commission thereunder.

 

Very truly yours,
/s/ Morgan, Lewis & Bockius LLP

 

  Morgan, Lewis & Bockius LLP   
  1701 Market Street   
  Philadelphia, PA 19103-2921    LOGO   +1.215.963.5000
  United States    LOGO   +1.215.963.5001