Exhibit 5.1
August 4, 2022
Mill City Ventures III, Ltd.
1907 Wayzata Boulevard, Suite 205
Wayzata, MN 55391
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| Re: | Registration Statement on Form S-1, 1,250,000 shares of common stock, par value $0.001 per share, of Mill City Ventures III, Ltd. |
Ladies and Gentlemen:
We have acted as counsel to you, Mill City Ventures III, Ltd. (the “Company”), a Minnesota corporation, in connection with the public offering contemplated by the registration statement on Form S-1 (File No. 333-264474) filed by the Company on April 25, 2022 (as amended to date, the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for an offering with respect to (i) up to 1,250,000 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”); (ii) up to 187,500 shares of Common Stock, purchased pursuant to over allotments, if any (the “Over Allotment Shares”); (iii) up to 75,000 warrants to purchase 75,000 shares of Common stock, issued to the representative of the underwriter (the “Representative Warrants”); and (iv) and up to 75,000 shares of Common Stock underlying the Representative Warrants (the “Representative Warrant Shares”); the foregoing share numbers give effect to the prospective stock split.
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
In connection with this opinion, we have examined the originals or copies certified or otherwise identified to our satisfaction of the following: (a) the articles of incorporation of the Company, as amended to date; (b) the bylaws of the Company, as amended to date, and (c) the Registration Statement and all exhibits thereto. In addition to the foregoing, we also have relied as to matters of fact upon the representations made by the Company and its representatives and we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us certified or photostatic copies.
Based upon the foregoing and in reliance thereon, and subject to the qualifications, limitations, exceptions and assumptions set forth herein, we are of the opinion that the shares of Common Stock, when issued, will be validly issued, fully paid and non-assessable.
We are opining herein as to the Minnesota Business Corporation Act, and, with respect to the enforceability of the Representative Warrants and the Representative Warrant Shares, the laws of the State of New York, and we express no opinion as to the effect on the maters covered by this letter of the laws of any other jurisdiction. This opinion is limited to the laws in effect as of the date the Registration Statement is declared effective by the Commission and is provided exclusively in connection with the public offering contemplated by the Registration Statement.
