Exhibit 5.1
September 16, 2016
SITO Mobile, Ltd.
100 Town Square Place, Suite 204
Jersey City, NJ 07310
| RE: | SITO Mobile, Ltd. |
Ladies and Gentlemen:
We have acted as counsel to SITO Mobile, Ltd., a corporation duly organized and existing under the laws of Delaware(the “Company”), in connection with the issuance and sale of up to 3,066,667 shares (the “Shares”) of the Company’s common stock $0.001 par value per share (the “Common Stock”), which amount includes 400,000 shares of Common Stock that may be issued and sold by the Company to the underwriters pursuant to their option to purchase additional shares, pursuant to an Underwriting Agreement, dated September 16, 2016, between the Company, and Cowen and Company, LLC, as representatives of the several underwriters named in Schedule A thereto (the “Underwriting Agreement”).
The Shares will be issued pursuant to the Company’s registration statement on Form S-3 (File No. 333-213221) as filed with the Securities and Exchange Commission on August 19, 2016 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”) and the prospectus dated August 29, 2016 included in such registration statement, as supplemented by a preliminary prospectus supplement dated September 15, 2016 and a final prospectus supplement dated September 16, 2016 (collectively, the “Prospectus”).
We have examined the Registration Statement, the Prospectus, the Underwriting Agreement and other instruments, certificates, records and documents, matters of fact and questions of law that we have deemed necessary for the purposes of this opinion.
In our examination of the foregoing and in rendering the opinion set forth herein, we have assumed, without independent investigation or verification: (i) the genuineness of all signatures on all agreements, instruments, corporate records, certificates and other documents submitted to us; (ii) the authenticity and completeness of all agreements, instruments, corporate records, certificates and other documents submitted to us as originals; (iii) that all agreements, instruments, corporate records, certificates and other documents submitted to us as certified, electronic, facsimile, conformed, photostatic or other copies conform to authentic originals thereof, and that such originals are authentic and complete; (iv) the legal capacity and authority of all persons or entities executing all agreements, instruments, corporate records, certificates and other documents submitted to us; (v) the due authorization, execution and delivery of all agreements, instruments, certificates and other documents by all parties thereto; (vi) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company and other persons on which we have relied for the purposes of this opinion letter are true and correct; and (vii) that the officers and directors of the Company have properly exercised their fiduciary duties. As to all questions of fact material to the opinion set forth herein and as to the materiality of any fact or other matter referred to herein, we have relied (without independent investigation) upon representations and certificates or comparable documents of officers and representatives of the Company.
Based upon the foregoing, we are of the opinion that the Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued in accordance with the terms of the Underwriting Agreement and the Registration Statement, the Shares will be validly issued, and the Shares will be fully paid and nonassessable.
Without limiting any of the other limitations, exceptions and qualifications stated elsewhere herein, we express no opinion with regard to the applicability or effect of the laws of any jurisdiction other than the Delaware General Corporation Law (based solely upon our review of a standard compilation thereof) as in effect as of the date hereof. This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly stated herein from any matter addressed in this opinion letter.
61 Broadway | New York, NY | 10006
T (212) 930 9700 | F (212) 930 9725 | www.srff.com
We hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement and to the references to our firm therein and in the Prospectus and the Prospectus Supplement under the caption “Legal Matters.” In giving our consent, we do not 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 thereunder. This opinion letter speaks as of the date hereof and we assume no obligation to advise you or any other person with regard to any change in the circumstances or the law that may bear on the matters set forth herein after the date hereof, even though the change may affect the legal analysis, a legal conclusion or other matters in this opinion letter.
| Very truly yours, | |
| /s/ Sichenzia Ross Friedman Ference LLP | |
| Sichenzia Ross Friedman Ference LLP |