EX-5.2 7 d721944dex52.htm EX-5.2 EX-5.2

Exhibit 5.2

 

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ATTORNEYS AT LAW

 

100 North Tampa Street, Suite 2700

Tampa, FL 33602-5810

P.O. Box 3391

Tampa, FL 33601-3391

813.229.2300 TEL

813.221.4210 FAX

WWW.FOLEY.COM

January 22, 2024

 

HCI Group, Inc.

3802 Coconut Palm Drive

Tampa, Florida 33619

Ladies and Gentlemen:

We have acted as counsel to HCI Group, Inc., a Florida corporation (the “Company”), in connection with the Company’s proposed issuance and sale, through Truist Securities, Inc. and Citizens JMP Securities, LLC as sales agents (the “Sales Agents”), of up to $75,000,000 of shares of the Company’s common stock, no par value (the “Shares”), from time to time and at various prices in an “at-the-market” offering pursuant to (i) that certain Equity Distribution Agreement, dated January 22, 2024 (the “Offering Agreement”), by and among the Company and the Sales Agents, and (ii) the Company’s Registration Statement on Form S-3 filed by the Company with the Securities and Exchange Commission (the “Commission”) on January 22, 2024 and declared effective by the Commission on January 22, 2024 pursuant to Rule 462(e) promulgated under the Securities Act of 1933, as amended (the “Registration Statement”), the base prospectus filed as part of the Registration Statement (the “Base Prospectus”), and the prospectus supplement contained in the Registration Statement relating to the potential issuance and sale by the Company, from time to time, of the Shares (together with the Base Prospectus, the “Prospectus”).

As counsel to the Company in connection with the proposed potential issuance and sale of the Shares, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”): (i) the Offering Agreement, (ii) the Registration Statement and the Prospectus, (iii) the Company’s Articles of Incorporation and Bylaws, each as amended to date, and (iv) the proceedings and actions taken by the Board of Directors of the Company (or a duly authorized committee thereof) to authorize and approve the transactions contemplated by the Offering Agreement, the execution and delivery of the Offering Agreement, and the issuance and sale of the Shares (the “Resolutions”). We have also considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our satisfaction, of such records and documents of the Company, certificates of officers, directors and representatives of the Company, certificates of public officials, and such other documents as we have deemed appropriate as a basis for the opinions set forth below.

In expressing the opinion set forth below, we have assumed the following:

1.    Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so, and that each of the parties executing any of the Documents have duly and validly done so.

2.    Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3.    All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as

 

AUSTIN

BOSTON

CHICAGO

DALLAS

DENVER

 

DETROIT

HOUSTON

JACKSONVILLE

LOS ANGELES

MADISON

 

MEXICO CITY

MIAMI

MILWAUKEE

NEW YORK

ORLANDO

 

SACRAMENTO

SALT LAKE CITY

SAN DIEGO

SAN FRANCISCO

SILICON VALLEY

 

TALLAHASSEE

TAMPA

WASHINGTON, D.C.

BRUSSELS

TOKYO


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January 22, 2024

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certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All statements and information contained in the Documents are true and complete. There has been no oral or written modification or amendment to the Documents, or waiver of any provision of the Documents, by action or omission of the parties or otherwise.

4.    The Company will issue the Shares in accordance with the Resolutions and, prior to the issuance of any Shares, the Company will have available for issuance, under the Company’s Articles of Incorporation, as amended, the requisite number of authorized but unissued shares of common stock. As of the date hereof, the Company has available for issuance, under the Company’s Articles of Incorporation, as amended, the requisite number of authorized but unissued shares of common stock for the issuance of the Shares.

Our opinion expressed herein is limited to the Florida Business Corporation Act, and we express no opinion as to the laws of any other jurisdiction.

Based upon, subject to and limited by the foregoing, we are of the opinion that, upon the issuance of the Shares pursuant to the terms of the Offering Agreement and the receipt by the Company of the consideration for the Shares (not less than par value) pursuant to the terms of the Offering Agreement, the Shares will be validly issued, fully paid, and nonassessable.

This opinion is issued as of the date hereof, and we assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof. This opinion is limited to the matters set forth herein, and no other opinion should be inferred beyond the matters expressly stated.

We consent to the filing of this opinion in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), as Exhibit 5.2 to the Registration Statement and to the references to our firm under the caption “Legal Matters” therein and in the Prospectus. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.

Very truly yours,

/s/ Foley & Lardner LLP

Foley & Lardner LLP