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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)).
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The
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Opinion Letter of Brownstein Hyatt Farber Schreck, LLP, dated May 8, 2024.
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104
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Cover Page Interactive Data File (formatted as Inline XBRL).
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By:
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/s/ Kevin D. Miller
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Kevin D. Miller
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Chief Financial Officer, Treasurer and
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Brownstein |
Brownstein Hyatt Farber Schreck, LLP 702.382.2101 main 100 North City Parkway, Suite 1600 |
May 8, 2024
RCM Technologies, Inc.
2500 McClellan Avenue, Suite 350
Pennsauken, NJ 08109
To the addressee set forth above:
We have acted as local Nevada counsel to RCM Technologies, Inc., a Nevada corporation (the “Company”), in connection with the potential issuance and sale by the Company from time to time of shares (the “Shares”) of the Company’s common stock, par value $0.05 per share (the “Common Stock”), pursuant to that certain At Market Issuance Sales Agreement, dated as of March 29, 2024, by and between B. Riley Securities, Inc., as sales agent (in such capacity, the “Agent”), and the Company, all as more fully described in the Registration Statement on Form S-3 (File No. 333-278376)) (the “Registration Statement”), including the base prospectus contained therein, as supplemented by the prospectus supplement dated May 8, 2024 (as so supplemented, the “Prospectus”), as filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”). This opinion letter is being furnished at your request in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
In our capacity as such counsel, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares as contemplated by the Sales Agreement and as described in the Registration Statement and the Prospectus. For purposes of this opinion letter, and except to the extent set forth in the opinion below, we have assumed that all such proceedings have been or will be timely completed in the manner presently proposed in the Sales Agreement and the Registration Statement and the Prospectus.
For purposes of issuing this opinion letter, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction as being true copies of (i) the Registration Statement and the Prospectus, (ii) the Sales Agreement, including the form of placement notice set forth therein (a “Placement Notice”), (iii) the articles of incorporation and bylaws of the Company; and (iv) such agreements, instruments, resolutions of the board of directors of the Company or committees thereof, and other corporate records, and such other documents as we have deemed necessary or appropriate for the purpose of issuing this opinion letter, and we have obtained from officers and other representatives and agents of the Company and from public officials, and have relied upon, such certificates, representations and assurances, and public filings, as we have deemed necessary or appropriate.
www.bhfs.com
RCM Technologies, Inc.
May 8, 2024
Page 2
Without limiting the generality of the foregoing, in our examination, we have, with your permission, assumed without independent verification: (i) the statements of fact and all representations and warranties set forth in the documents we have reviewed are true and correct as to factual matters, in each case as of the date or dates of such documents and as of the date hereof; (ii) each natural person executing any of the documents we have reviewed has, or when issuing a Placement Notice will have, sufficient legal capacity to do so; (iii) all documents submitted to us as originals are authentic, the signatures on all documents that we have reviewed are genuine and all documents submitted to us as certified, conformed, photostatic, facsimile or electronic copies conform to the original document; (iv) all corporate records made available to us by the Company, and all public records we have reviewed, are accurate and complete; (v) the obligations of each party set forth in the Sales Agreement are its valid and binding obligations, enforceable in accordance with its terms; (vi) prior to any issuance of Shares, each Placement Notice with respect to such Shares will have been duly issued and delivered by the Company in accordance with the Sales Agreement; and (vii) after any issuance of Shares, the total number of issued and outstanding shares of Common Stock, together with the total number of shares of Common Stock then reserved for issuance or obligated to be issued by the Company pursuant to any agreement or arrangement or otherwise, will not exceed the total number of shares of Common Stock then authorized under the Company’s articles of incorporation.
We are qualified to practice law in the State of Nevada. The opinion set forth herein are expressly limited to and based exclusively on the general corporate laws of the State of Nevada, and we do not purport to be experts on, or to express any opinion with respect to the applicability or effect of, the laws of any other jurisdiction. We express no opinion concerning, and we assume no responsibility as to laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by, any federal laws, rules or regulations, including, without limitation, any federal securities laws, rules or regulations, or any state securities or “blue sky” laws, rules or regulations.
Based upon the foregoing and in reliance thereon, and having regard to legal considerations and other information that we deem relevant, we are of the opinion that if, when and to the extent any Shares are issued and sold in accordance with the terms and conditions of, and in the manner contemplated by, the Sales Agreement, including issuance and delivery by the Company of the Placement Notice related to such Shares and payment in full to the Company of the consideration for such Shares as required under the Sales Agreement and such Placement Notice, and in accordance with the proceedings described in, and in the manner contemplated by, the Registration Statement and Prospectus, such Shares will be validly issued, fully paid and nonassessable.
The opinion expressed herein are based upon the applicable laws of the State of Nevada and the facts in existence on the date hereof. In delivering this opinion letter to you, we disclaim any obligation to update or supplement the opinion set forth herein or to apprise you of any changes in any laws or facts after the later of the date hereof and the filing date of the Prospectus Supplement. No opinion is offered or implied as to any matter, and no inference may be drawn, beyond the strict scope of the specific issues expressly addressed by the opinion set forth herein.
RCM Technologies, Inc.
May 8, 2024
Page 3
We hereby consent to the filing of this opinion letter as an exhibit to a Current Report on Form 8-K and to the reference to our firm in the Prospectus under the heading “Legal Matters”. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Brownstein Hyatt Farber Schreck, LLP
Document And Entity Information |
May 08, 2024 |
|---|---|
| Document Information [Line Items] | |
| Entity, Registrant Name | RCM Technologies, Inc. |
| Document, Type | 8-K |
| Document, Period End Date | May 08, 2024 |
| Entity, Incorporation, State or Country Code | NV |
| Entity, File Number | 1-10245 |
| Entity, Tax Identification Number | 95-1480559 |
| Entity, Address, Address Line One | 2500 McClellan Avenue, Suite 350 |
| Entity, Address, City or Town | Pennsauken |
| Entity, Address, State or Province | NJ |
| Entity, Address, Postal Zip Code | 08109-4613 |
| City Area Code | 856 |
| Local Phone Number | 356-4500 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Entity, Emerging Growth Company | false |
| Title of 12(b) Security | Common Stock |
| Trading Symbol | RCMT |
| Security Exchange Name | NASDAQ |
| Amendment Flag | false |
| Entity, Central Index Key | 0000700841 |
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