April 15, 2019
VIA E-MAIL
VStock Transfer LLC
18 Lafayette Place
Woodmere, New York 11598
Re:MGT Capital Investments, Inc.
Dear Sir or Madam:
We are counsel to MGT Capital Investments, Inc. a Delaware corporation (the “Company”), and have been requested to issue an opinion with respect to the issuance of 17,500,000 shares (the “Shares”) of the Company’s common stock issuable pursuant to the Purchase Agreement dated April 12, 2019 between the Company and Iliad Research Trading, L.P.
As counsel to the Company, we have reviewed the Certificate of Incorporation of the Company, the Company’s filings with the Securities and Exchange Commission (the “Commission”), and such other documents, as we have deemed necessary to enable us to render this opinion.
We have assumed the authenticity of all documents presented to us as originals, the conformity to the originals of all photocopies, which have been presented to us, and the authenticity of the originals of such latter documents.
In connection with the issuance of this opinion, we have confirmed: (a) the effectiveness of a Registration Statement on Form S-3, No. 333-225589 (filed by the Company with the Commission on August 10, 2018, as amended by Amendment No. 1 to the Form S-3, which was filed by the Company with the Commission on July 23, 2018 and Amendment No. 2 which was filed with the Commission on August 7, 2018), which was declared effective by the Commission on August 10, 2018, including the Prospectus contained therein, (b) the filing of aprospectus supplement on April 15, 2019 with the Commission, describing the terms of the offering, and (c) that all requisite actions by the Company for the valid issuance of the Shares have been taken by the Company. .
Based on the foregoing, upon your receipt from the Company of its direction to you to issue the Shares, we are of the opinion that the Shares may be issued in accordance with the Purchase Agreement without any restrictive legend.
| Very truly yours, |
| |
| | /s/ Sichenzia Ross Ference LLP |
| | Sichenzia Ross Ference LLP |
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