EX-5.2 3 d113926dex52.htm EX-5.2 EX-5.2

Exhibit 5.2

January 15, 2016

Patriot National, Inc.

401 East Las Olas Boulevard, Suite 1650

Fort Lauderdale, Florida 33301

Ladies and Gentlemen:

I am the Executive Vice President, General Counsel, Chief Legal Officer and Secretary of Patriot National, Inc., a Delaware corporation (the “Company”). In such capacity, I have acted as counsel for the Company in connection with the Registration Statement on Form S-1 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the sale from time to time by certain selling stockholders of an aggregate of (i) up to 2,500,000 shares (the “Stockholder Shares”) of Common Stock, par value $0.001 per share, of the Company (the “Common Stock”), (ii) shares (the “Series A Warrant Shares”) of Common Stock issuable upon exercise of Series A warrants of the Company described in the Registration Statement and (iii) shares (the “Series B Warrant Shares” and, together with the Series A Warrant Shares, the “Warrant Shares”) of Common Stock issuable upon exercise of Series B warrants of the Company described in the Registration Statement. The Stockholder Shares and the Warrant Shares may be sold or delivered from time to time as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein (the “Prospectus”) and supplements to the Prospectus pursuant to Rule 415 under the Act.

I and/or other lawyers under my supervision have examined the Registration Statement. I also have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as I have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to


 

Patriot National, Inc.

  2   January 15, 2016
   

questions of fact material to this opinion, I have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.

In rendering the opinion set forth below, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that the Stockholder Shares are validly issued, fully paid and nonassessable.

I do not express any opinion herein concerning any law other than the Delaware General Corporation Law.

I hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement and to the use of my name under the caption “Legal Matters” in the Prospectus included in the Registration Statement.

Very truly yours,

/s/ Christopher A. Pesch

Christopher A. Pesch

Executive Vice President, General Counsel,

Chief Legal Officer and Secretary