Asia Pacific Bangkok Beijing Brisbane Hanoi Ho Chi Minh City Hong Kong Jakarta* Kuala Lumpur* Manila* Melbourne Seoul Shanghai Singapore Sydney Taipei Tokyo Yangon Europe, Middle East & Africa Abu Dhabi Almaty Amsterdam Antwerp Bahrain Baku Barcelona Berlin Brussels Budapest Cairo Casablanca Doha Dubai Dusseldorf Frankfurt/Main Geneva Istanbul Jeddah* Johannesburg Kyiv London Luxembourg Madrid Milan Moscow Munich Paris Prague Riyadh* Rome St. Petersburg Stockholm Vienna Warsaw Zurich Latin America Bogota Brasilia** Buenos Aires Caracas Guadalajara Juarez Lima Mexico City Monterrey Porto Alegre** Rio de Janeiro** Santiago Sao Paulo** Tijuana Valencia North America Chicago Dallas Houston Miami New York Palo Alto San Francisco Toronto Washington, DC * Associated Firm ** In cooperation with Trench, Rossi e Watanabe Advogados | | March 12, 2015 Our ref: 10015535-22237146-2 Local Corporation 7555 Irvine Center Drive Irvine, California 92618 Ladies and Gentlemen: We have acted as counsel to Local Corporation, a Delaware corporation (the “Company”), in connection with the Company’s proposed issuance of $4,750,000 aggregate principal amount of the Company’s Series B Senior Convertible Notes (the “Series B Notes”) under an Indenture, dated as of March 12, 2015 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by the Second Supplemental Indenture, dated as of March 12, 2015 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Trustee and, solely with respect to Section 2.20 and the definitions related thereto, Square 1 Bank and Fast Pay Partners LLC, pursuant to the Securities Purchase Agreement, dated as of March 9, 2015, among the Company and each of the persons listed on the Schedule of Buyers attached thereto (the “Agreement”), as described in the Company’s Registration Statement on Form S-3 (File No. 333-196429) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), such Registration Statement, as amended and supplemented through and including the date hereof, including by the base prospectus dated June 12, 2014 (the “Base Prospectus”) and the prospectus supplement dated March 9, 2015 (together with the Base Prospectus, the “Prospectus”), being the “Registration Statement.” The Registration Statement and the Prospectus also cover up to 6,699,575 shares of the Company’s Common Stock, par value $0.00001 per share (the “Note Shares”), issuable from time to time upon conversion of or otherwise under the Series B Notes. We have reviewed executed copies of the Agreement and the Indenture, and the form of the Series B Notes, and we have examined the originals, or photostatic or certified copies, of such records of the Company, of certificates of officers of the Company and of public documents, and such other documents as we have deemed relevant and necessary as the basis of the opinions set forth below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies and the authenticity of the originals of such copies. Based upon and subject to the foregoing, we are of the opinion that: |
