inuv_ex51
Exhibit 5.1
January
22, 2021
Inuvo, Inc.
500 President Clinton Boulevard
Suite 300
Little Rock, AR 72201
Ladies and Gentlemen:
We have acted as special securities counsel for
Inuvo, Inc., a Nevada corporation (the “Company”), in
connection with the issuance of up to 5,681,817 shares (the “Shares”)
of common stock of the Company, par value $0.001 per share (the
“Common
Stock”). The Shares are
included in a Registration Statement on Form S-3 (File No.
333-239147) (the “Registration
Statement”), filed with the Securities and Exchange Commission
(the “Commission”)
under the Securities Act of 1933, as amended (the
“Securities
Act”), and declared
effective by the Commission on June 25, 2020, a base prospectus,
dated June 25, 2020, included in the Registration Statement at the
time it was originally declared effective (the
“Base
Prospectus”), and a
prospectus supplement, dated January 20, 2021, filed with the
Commission pursuant to Rule 424(b)(5) under the Securities Act (the
“Prospectus
Supplement”; together
with the Base Prospectus, the “Prospectus”).
The Shares are being sold pursuant to a Securities Purchase
Agreement, dated January 20, 2021, between the Company and certain
purchasers party thereto (the “Securities Purchase
Agreement”). The form of
Securities Purchase Agreement was filed as an exhibit to a Current
Report on Form 8-K and incorporated by reference into the
Registration Statement. This opinion is being rendered in
connection with the filing of the Prospectus with the Commission.
All capitalized terms used herein and not otherwise defined shall
have the respective meanings given to them in the Registration
Statement and the Prospectus.
You
have requested our opinion as to the matters set forth below in
connection with the Registration Statement and the Prospectus.
In connection with the opinion
expressed herein, we have examined such documents, records, and
matters of law as we have deemed relevant or necessary for purposes
of such opinion including, without limitation: (i) the Registration
Statement, the Prospectus, and the Prospectus Supplement; (ii) the
Articles of Incorporation and Bylaws of the Company, each as
amended to date; (iii) the resolutions adopted by the Board of
Directors of the Company or authorized committees thereof (either
at meetings or by unanimous written consent) authorizing the
issuance and sale of the Shares pursuant to the terms of the
Registration Statement, including to establish the sale price of
the Shares; (iv) the Securities Purchase Agreement; and (v) such
other documents and records and matters of law as we have deemed
necessary or appropriate for purposes of this
opinion.
In
rendering this opinion, we have assumed without independent
verification: (i) the
genuineness and authenticity of all signatures on original
documents; (ii) the authenticity of all documents submitted to us
as originals; (iii) the conformity to originals of all documents
submitted to us as copies; (iv) the accuracy, completeness, and
authenticity of certificates of public officials; (v) that each
natural person signing any document reviewed by us had the legal
capacity to do so; and (vi) the due authorization,
execution, and delivery of all documents where authorization,
execution and delivery are prerequisites to the effectiveness of
such documents.
Inuvo, Inc.
January 22, 2021
Page
2
To the
extent relevant to any opinion below, we have also assumed that, at
the time of the sale or delivery of the Shares: (i) the
Registration Statement is effective under the Securities Act and
the rules and regulations promulgated thereunder, and such
effectiveness has not been terminated or rescinded, and complied
with all applicable laws; (ii) the Prospectus Supplement relating
to the Shares being offered was prepared and filed in compliance
with the Securities Act and the rules and regulations promulgated
thereunder, and complied with all applicable laws; (iii) inasmuch
as the Shares being offered are to be sold pursuant to the
Securities Purchase Agreement, such Securities Purchase Agreement,
in the form filed as an exhibit to the Registration Statement, was
duly authorized, executed, and delivered by the Company and the
other parties thereto, and constitutes a valid, binding, and
enforceable obligation of the Company and the other parties
thereto, enforceable against each of them in accordance with its
terms, and the Shares offered and sold pursuant thereto were
offered and sold in accordance with the terms thereof; (iv) the
Shares being offered will be issued and sold in compliance with
applicable federal and state securities laws and for the
consideration set forth in, and otherwise as contemplated by and in
conformity with, the Registration Statement, the Prospectus, and
the Prospectus Supplement relating to the Shares being offered; (v)
any applicable listing or other requirements of the NYSE American
have been complied with; (vi) with respect to the Shares issued and
sold, there will be sufficient shares of Common Stock authorized
and available for issuance, and that the consideration for the
issuance and sale of the Shares is in an amount that is not less
that the par value of the Common Stock; and (vii) the Company is a
corporation duly organized, validly existing, and in good standing
under the laws of the State of Nevada and shall have the necessary
power and authority to issue and sell the Shares.
On
the basis of, and in reliance on, the foregoing examination and
subject to the assumptions, exceptions, qualifications, and
limitations contained herein, if the Board of Directors of the
Company has taken all necessary corporate action to authorize the
issuance and sale of the Shares, including the terms of the
offering thereof and related matters in accordance with the
Securities Purchase Agreement and the applicable purchase or
similar agreement therefor, and when issued and paid for as
described in the Prospectus, we are of the opinion that the Shares
will be duly authorized, validly issued, fully paid, and
non-assessable.
Our
opinion herein is expressed solely with respect to the federal laws
of the United States and the Nevada General Corporation Law
(including the statutory provisions and all applicable provisions
of the Nevada Constitution and the reported judicial cases
interpreting those laws currently in effect). Our opinion is based
on these laws as in effect on the date hereof. We express no
opinion as to whether the laws of any jurisdiction are applicable
to the subject matter hereof. We are not rendering any opinion as
to compliance with any federal or state law, rule, or regulation
relating to securities, or to the sale or issuance thereof. As to
any facts material to the opinions expressed herein that were not
independently established or verified, we have relied upon oral or
written statements and representations of officers or other
representatives of the Company and others.
Inuvo, Inc.
January 22, 2021
Page
3
This
opinion is for your benefit in connection with the Registration
Statement, the Prospectus, and the Prospectus Supplement and may be
relied upon by you and by persons entitled to rely upon it pursuant
to the applicable provisions of the Securities Act. We hereby
consent to the filing of this opinion as an exhibit to the
Company’s Current Report on Form 8-K dated January 22, 2021,
as filed with the Commission on January 22, 2021, which is
incorporated by reference into the Registration Statement and to
the use of our name under the caption “legal Matters”
in the Prospectus Supplement. In giving such consent, we do not
thereby admit that we are experts with respect to any part of the
Registration Statement, the Prospectus, or the Prospectus
Supplement, within the meaning of the term “expert,” as
used in Section 11 of the Securities Act, or the rules and
regulations promulgated thereunder, nor do we admit that we are in
the category of persons whose consent is required under Section 7
of the Securities Act, or the rules and regulations of the
Commission promulgated thereunder. Our opinion is expressly limited
to the matters set forth above, and we render no opinion, whether
by implication or otherwise, as to any other matters relating to
the Company, the Securities, or the Registration Statement, the
Prospectus, or the Prospectus Supplement. This opinion is expressed
as of the date hereof, and we disclaim any undertaking to advise
you of any subsequent changes in the facts stated or assumed herein
or of any subsequent changes in applicable law. We bring to your
attention that our legal opinions are an expression of professional
judgment and are not a guarantee of result.
Very truly yours,
/s/ Clark Hill PLC