Exhibit 5.1
March 31, 2015
RMR Industrials, Inc.
9595 Wilshire Blvd, Suite 310
Beverly Hills, CA 90212
Re: | Registration Statement on Form S-8 | |
RMR Industrials, Inc. |
Ladies and Gentlemen:
As legal counsel to RMR Industrials, Inc., a Nevada corporation (the “Company”), we have assisted in the preparation of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) on or about March 31, 2015 in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of shares of the Company’s Class B Common Stock, par value $0.001 per share, (the “Shares”) issuable pursuant to the RMR Industrials, Inc. 2015 Equity Incentive Plan (the “Plan”). The facts, as we understand them, are set forth in the Registration Statement. | Albany Amsterdam Atlanta AUSTIN BERLIN** Boston brusselS** Chicago Dallas Delaware Denver Fort Lauderdale Houston Las Vegas london* Los Angeles Miami milan** New Jersey New York Orange County Orlando PALM BEACH COUNTY Philadelphia Phoenix rome** Sacramento SHANGHAI Silicon Valley Tallahassee TAMPA TOKYO** Tysons corner Washington, D.C. White Plains Zurich *operates as greenberg traurig maher LLP **Strategic Alliance | ||
With respect to the opinion 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 Articles of Incorporation of the Company, as filed with the Secretary of State of Nevada, as amended; | |||
B. The Bylaws of the Company; | |||
C. Resolutions of the Board of Directors of the Company, adopted by unanimous written consent on February 26, 2015, approving the Plan and reserving the Shares for issuance; | |||
D. The Plan; and | |||
E. The Registration Statement. | |||
Subject to the assumptions that (i) the documents and signatures examined by us are genuine and authentic, and (ii) the persons executing the documents examined by us have the legal capacity to execute such documents, and based solely upon our review of items A through E above, and subject to the further limitations and qualifications set forth below, it is our opinion that the Shares have been duly authorized by all necessary corporate action of the Company and, when issued in accordance with the terms of the Plan, at prices not less than the par value thereof, will be validly issued, fully paid and nonassessable. | |||
Greenberg Traurig, LLPn Attorneys at LawnWWW.GTLAW.COM | |||
1201 K Street, Suite 1100nSacramento, California 95814nTel 916.442.1111nFax 916.448.1709 |
RMR Industrials, Inc.
March 31, 2015
Page 2
We express no opinion as to the applicability or effect of any laws, orders, or judgments of any state or other jurisdiction other than federal securities laws and the substantive laws of the state of Nevada, including judicial interpretations of such laws. Further, our opinion is based solely upon existing laws, rules, and regulations, and we undertake no obligation to advise you of any changes that may be brought to our attention after the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours, | |
/s/ Greenberg Traurig, LLP | |
Greenberg Traurig, LLP |
Greenberg Traurig, LLP