Exhibit 5.1
April 16, 2013
Identive Group, Inc.
1900 Carnegie Avenue, Building B
Santa Ana, California 92705
| Re: | Identive Group, Inc. - Registration Statement on Form S-3 |
Ladies and Gentlemen:
Reference is made to our opinion letter dated April 18, 2011 and included as Exhibit 5.1 to the Registration Statement on Form S-3 (File No. 333-173576) (the “Registration Statement”) filed on April 18, 2011 by Identive Group, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement was declared effective by the Commission on May 3, 2011. We are delivering this supplemental opinion letter in connection with the prospectus supplement (the “Prospectus Supplement”) filed on April 16, 2013 by the Company with the Commission pursuant to Rule 424(b) under the Securities Act. The Prospectus Supplement relates to the proposed offering (the “Offering”) by the Company of up to $20,800,000 of shares of the Company’s common stock, par value $0.001 per share (the “Shares”), covered by the Registration Statement. The Shares will be sold pursuant to that certain Purchase Agreement by and between the Company and Lincoln Park Capital Fund, LLC, dated as of April 16, 2013 (the “Purchase Agreement”). We understand that the Shares are to be offered and sold in the manner described in the Prospectus Supplement.
With respect to the opinions set forth below, we have examined originals, certified copies, or copies otherwise identified to our satisfaction as being true copies, only of the following:
| | A. | The Fourth Amended and Restated Certificate of Incorporation of the Company, as amended to date; |
| | B. | The Amended and Restated Bylaws of the Company, as amended to date; |
| | C. | The Registration Statement and the base prospectus that forms a part thereof; |
| | D. | The Prospectus Supplement; |
| | E. | The Purchase Agreement; |
| | F. | The resolutions of the Pricing Committee of the Board of Directors of the Company relating to the approval of the filing of the Registration Statement and transactions in connection therewith; and |
| | G. | Such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein. |
Identive Group, Inc.
April 16, 2013
Page 2
In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies, and the authenticity of originals or such latter documents.
Based on and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and sold by the Company against payment therefore in accordance with the terms of the Purchase Agreement, will be validly issued, fully paid and nonassessable.
We express no opinion as to the laws of any state or other jurisdiction other than the federal laws of the United States of America and the General Corporation Law of the State of Delaware (including the statutory provisions and all applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws).
We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Company’s Current Report on Form 8-K filed as of the date hereof for the incorporation by reference into the Registration Statement. In giving this consent, we do not admit that we are experts within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act.
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| Very truly yours, |
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| /s/ Greenberg Traurig, LLP |
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| GREENBERG TRAURIG, LLP |
