EX-5.1 3 ex_752978.htm EXHIBIT 5.1 ex_752978.htm

Exhibit 5.1

 

image2.jpg

Sheppard, Mullin, Richter & Hampton LLP

12275 El Camino Real, Suite 100

San Diego, California 92130-4092

858.720.8900 main858.509.3691 fax

www.sheppardmullin.com

 

November 29, 2024

 

VIA EDGAR

Fluent, Inc.

300 Vesey Street, 9th Floor

New York, New York 10282

 

 

Re:

Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as counsel to Fluent, Inc. (the “Company”), a Delaware corporation, in connection with the offering for sale of 2,483,586 shares (the “Shares”) of common stock of the Company, par value $0.0005 per share (the “Common Stock”), pursuant to the Registration Statement (as defined below) and the Prospectus (as defined below). Unless defined herein, capitalized terms have the meanings given to them in that certain Securities Purchase Agreement (the "Securities Purchase Agreement"), dated November 29, 2024, by and among the Company and the purchasers identified on the signature pages thereto (the “Purchasers”), relating to the issuance and sale by the Company of the Shares.

 

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

 

In connection with this opinion, we have reviewed and relied upon the following:

 

the Registration Statement on Form S-3 (File No. 333-281805) filed with the Securities and Exchange Commission (the “Commission”) on August 28, 2024 under the Securities Act of 1933, as amended (the “Securities Act”) (including any documents incorporated by reference therein, the “Registration Statement,” and the related prospectus included in such Registration Statement at the time it became effective on September 9, 2024 (including any documents incorporated by reference therein, the “Base Prospectus”));

 

the final prospectus supplement, which includes the Base Prospectus, to be filed on November 29, 2024 pursuant to Rule 424(b) under the Securities Act, which is referred to as the “Prospectus”;

 

the Securities Purchase Agreement;

 

the Placement Agency Agreement (the “PAA”) dated November 29, 2024 by and between the Company and ThinkEquity; LLC

 

the Certificate of Incorporation of the Company as amended and in effect on the date hereof;

 

the Amended and Restated Bylaws of the Company in effect on the date hereof;

 

the resolutions of the Board of Directors of the Company, adopted on November 24, 2024 authorizing/ratifying the execution and delivery of the Securities Purchase Agreement, the issuance and sale of the Shares, the preparation and filing of the Prospectus, and other actions with regard thereto;

 

 

 

image2.jpg

 

Page 2

 

 

 

the resolutions Pricing Committee of the Board of Directors of the Company, adopted on November 29, 2024 authorizing/ratifying the execution and delivery of the Securities Purchase Agreement and the PAA, the issuance and sale of the Shares, and other actions with regard thereto; and

 

such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion.

 

In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopy, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.

 

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that the Shares have been duly authorized by all requisite corporate action on the part of the Company under the Delaware General Corporation Law (the “DGCL”) and, when the Shares are delivered to and paid for by the Purchasers in accordance with the terms of the Securities Purchase Agreement and when evidence of the issuance thereof is duly recorded in the Company’s books and records, the Shares will be validly issued, fully paid and non-assessable.

 

We hereby consent to the filing of this opinion letter as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. We also hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Commission promulgated thereunder or Item 509 of Regulation S-K.

 

We express no opinion as to matters governed by any laws other than the DGCL.

 

We disclaim any obligation to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinion expressed herein. 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 or the Shares.

 

Respectfully Submitted,

 
   

/s/ Sheppard, Mullin, Richter & Hampton LLP

 

SHEPPARD, MULLIN, RICHTER & HAMPTON LLP