EX-5.1 5 d406502dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

 

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Wyrick Robbins Yates & Ponton LLP

 

ATTORNEYS AT LAW

 

4101 Lake Boone Trail, Suite 300, Raleigh, NC 27607

 

PO Drawer 17803, Raleigh, NC 27619

 

P: 919.781.4000 F: 919.781.4865 www.wyrick.com

July 12, 2017

Board of Directors

Live Oak Bancshares, Inc.

1741 Tiburon Drive

Wilmington, NC 28403

Re: Shelf Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to Live Oak Bancshares, Inc., a North Carolina corporation (the “Company”), in connection with a registration statement on Form S-3 (the “Registration Statement”) filed on the date hereof with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the proposed issuance and sale from time to time pursuant to Rule 415 under the Act of the following securities by the Company: (i) shares of voting common stock, no par value per share, of the Company (“Voting Common Stock”); (i) shares of non-voting common stock, no par value per share, of the Company (“Non-voting Common Stock” and together with Voting Common Stock, “Common Stock”); (iii) preferred stock, no par value per share, of the Company (“Preferred Stock” and together with Common Stock, “Equity Securities”); (iv) warrants covering Equity Securities or Debt Securities (“Warrants”); (v) one or more series of senior or subordinated debt securities of the Company (“Debt Securities”); (vi) units consisting of Equity Securities, Warrants and/or Debt Securities (“Units”); (vii) depositary shares, each of which would represent an interest in a fractional share of Preferred Stock (“Depositary Shares”); (viii) purchase contracts for any of the foregoing securities (“Purchase Contracts”); and (ix) rights to purchase shares of Equity Securities (“Rights”). Such Equity Securities, Warrants, Debt Securities, Units, Depositary Shares, Purchase Contracts and Rights are referred to collectively in this opinion as “Securities.”

This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K.

In connection with the foregoing, we have relied upon, among other things, our examination of such documents, records of the Company and certificates of its officers and public officials as we deemed necessary for purposes of the opinions expressed below. In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us, and the due authorization, execution and delivery of all documents by the Company’s shareholders where due authorization, execution and delivery are prerequisites to the effectiveness thereof.


Board of Directors

Live Oak Bancshares, Inc.

July 12, 2017

Page 2

We render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than the existing laws of the State of North Carolina and reported judicial decisions relating thereto.

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

 

1) Prior to the issuance of any Equity Securities that are not outstanding as of the date hereof, the Company will have available for issuance, under its Amended and Restated Articles of Incorporation as in effect at the time thereof, the requisite number of authorized but unissued shares of Voting Common Stock, Non-voting Common Stock and/or Preferred Stock;

 

2) The Registration Statement and any amendment thereto (including post-effective amendments) will have become effective, will be effective, and will comply with all applicable laws at the time the Securities are offered or issued as contemplated by the Registration Statement;

 

3) A prospectus supplement will have been prepared and filed with the Commission describing the Securities offered thereby and will comply with all applicable laws;

 

4) Any Securities being offered pursuant to a prospectus supplement will be issued and sold as contemplated in the Registration Statement and such prospectus supplement;

 

5) There shall not have occurred any change in law affecting the validity of the Securities; and

 

6) The Company will remain duly organized, validly existing and in good standing under the laws of the State of North Carolina.

Based upon the foregoing and the additional qualifications and other matters set forth below, it is our opinion that (a) when the Company’s board of directors or any duly designated committee thereof has adopted resolutions approving the issuance and sale of Securities at a specified price or pursuant to a specified pricing mechanism; (b) if Securities are to be sold in a firm commitment underwritten offering or in a best efforts placement offering, an underwriting agreement or placement agency agreement with respect to such Securities has been duly authorized, executed, and delivered by the Company and the other parties thereto; (c) when certificates representing Securities have been duly executed by appropriate officers of the Company or appropriate book entries have been made in the records of the Company; and (d) when Securities have been duly and properly sold, paid for, and delivered as contemplated in the Registration Statement, any prospectus supplement relating thereto and, if applicable, in accordance with the applicable underwriting or other purchase agreement, then the Securities will be duly authorized, validly issued, fully paid, and nonassessable.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement and reference to our firm under the heading “Legal Matters” in the prospectuses included therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations promulgated thereunder by the Commission.

This opinion is intended solely for use in connection with sale of the Securities subject to the Registration Statement and is not to be relied upon for any other purpose. This opinion is rendered as of the date first written above and based solely on our understanding of facts in existence as of such date after the aforementioned examination.


Board of Directors

Live Oak Bancshares, Inc.

July 12, 2017

Page 3

We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention whether or not such occurrence would affect or modify any of the opinions expressed herein.

Very truly yours,

WYRICK ROBBINS YATES & PONTON LLP

/S/ WYRICK ROBBINS YATES & PONTON LLP