EX-5.1 2 ea151219ex5-1_creativereal.htm LEGAL OPINION OF MASLON LLP


Exhibit 5.1

 

January 4, 2022

 

Creative Realities, Inc.

13100 Magisterial Drive, Suite 100

Louisville, KY 40223

 

Re: Registration Statement on Form S-4

 

Ladies and Gentlemen:

 

We have acted as counsel for Creative Realities, Inc., a Minnesota corporation (the “Company”), in connection with the Company’s Registration Statement on Form S-4 (File No. 333-261048), as may be amended from time to time (the “Registration Statement”), under the Securities Act of 1933 in connection with the public offering of up to 2,333,334 shares of Common Stock, $.01 par value per share, (the “Shares”) issued by the Company upon the consummation of the transactions contemplated by that certain Agreement and Plan of Merger dated November 12, 2021 (the “Merger Agreement”) by and among the Company, Reflect Systems, Inc., CRI Acquisition Corporation and RSI Exit Corporation.

 

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

 

In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of such documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.

 

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued in accordance with the Merger Agreement and the Registration Statement, will be validly issued, fully paid and non-assessable.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to our firm under the heading “Legal Matters” in the joint proxy statement/prospectus comprising a part of the Registration Statement.  This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

 

Very truly yours,

 

/s/ MASLON LLP