EX-5.1 5 ea171800ex5-1_arcimotoinc.htm OPINION OF NELSON MULLINS RILEY & SCARBOROUGH LLP

Exhibit 5.1

 

   
   
  NELSON MULLINS RILEY & SCARBOROUGH LLP
  ATTORNEYS AND COUNSELORS AT LAW
   
  301 Hillsborough Street, Suite 1400
  Raleigh, NC 27603
  T: 919.329.3800  F: 919.329.3799
  nelsonmullins.com

 

January 18, 2023

 

Arcimoto, Inc.

2034 West 2nd Avenue

Eugene, Oregon 97402

 

Ladies and Gentlemen:

 

We have acted as counsel to Arcimoto, Inc. (the “Company”), an Oregon corporation, in connection with the issuance and sale of (i) up to 3,300,000 shares (the “Shares”) of the Company’s common stock, no par value per share (the “Common Stock”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 700,000 shares (the “Pre-Funded Warrant Shares”) of Common Stock, and (iii) warrants (the “Common Warrants” and, together with the Pre-Funded Warrants, the “Warrants”) to purchase up to 4,000,000 shares of Common Stock (the “Common Warrant Shares” and, together with the Pre-Funded Warrant Shares, the “Warrant Shares” and, together with the Shares and the Warrants, the “Securities”) pursuant to the Registration Statement on Form S-3 (File No. 333-261955), filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), on December 30, 2021 (the “Registration Statement”) and which became effective on January 13, 2022, the related base prospectus, dated January 13, 2022 (the “Base Prospectus”), and the prospectus supplement, dated January 18, 2023 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), filed with the SEC pursuant to Rule 424(b) under the Act.

 

In connection with this opinion letter, we have examined the Registration Statement, the Prospectus, the securities purchase agreements dated January 18, 2023 (the “Purchase Agreements”) by and between the Company and the purchasers party thereto (collectively, the “Purchasers”), the form of the Warrants, and originals, or copies certified or otherwise identified to our satisfaction, of the articles of incorporation of the Company and the bylaws of the Company, and such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein.

 

For the purpose of rendering this opinion, we assumed, without investigation, the genuineness of all signatures, the correctness of all certificates, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted as certified or photostatic copies, and the authenticity of the originals of such copies, and the accuracy and completeness of all records made available to us by the Company. In addition, in rendering this opinion, we assumed that the Shares will be offered in the manner and on the terms identified or referred to in the Registration Statement, the Base Prospectus and the Prospectus Supplement, including all supplements and amendments thereto.

 

California | Colorado | District of Columbia | Florida | Georgia | Maryland | Massachusetts

Minnesota | New York | North Carolina | Ohio | South Carolina | Tennessee | Texas | Virginia | West Virginia

 

 

Arcimoto, Inc.

January 18, 2023

Page 2

 

Our opinion is limited solely to matters set forth herein. The law covered by the opinions expressed herein is limited to the federal law of the United States and internal laws of the State of Oregon and the State of New York.

 

Based upon and subject to the foregoing, we are of the opinion that:

 

1.The Securities have been duly authorized for issuance by the Company.

 

2.The Shares, when duly registered on the books of the transfer agent and registrar in the name and on behalf of the Purchasers and when issued and sold by the Company and delivered against payment therefor in accordance with the terms of the Purchase Agreements, will be validly issued, fully paid and non-assessable.

 

3.The Warrants, when issued and sold by the Company and delivered against payment therefor in accordance with the terms of the Purchase Agreements, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

4.The Warrant Shares, when duly registered on the books of the transfer agent and registrar in the name and on behalf of the holders and when issued and delivered by the Company upon exercise and payment of the applicable exercise price of the Warrants, 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 we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement, the Base Prospectus and the Prospectus Supplement.  By giving these consents, we do not thereby admit that we are within the category of persons where consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

  Very truly yours,
   
  /s/ Nelson Mullins Riley & Scarborough LLP
   
  Nelson Mullins Riley & Scarborough LLP