The Peck Company Holdings, Inc.
So. Burlington, VT 05403 Ladies and Gentleman:
We have represented The Peck Company Holdings, Inc., a Delaware corporation (the “Company”), in connection with a Registration Statement on Form S-4 (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement provides for the registration by the Company of 3,707,863 shares of the Company’s Common Stock, par value $0.0001 per share (the “Shares”), to be issued upon consummation of the Merger (the “Merger”) of Peck Mercury, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), with Sunworks, Inc., a Delaware corporation (“Sunworks”), pursuant to that certain Agreement and Plan of Merger, dated August 10, 2020, by and among the Company, Merger Sub, and Sunworks (the “Merger Agreement”).
In connection with this opinion, we have examined and relied upon the Registration Statement in the form to be filed with the Commission on the date hereof, the Merger Agreement, the Company’s Second Amended and Restated Certificate of Incorporation and Bylaws, each as currently in effect, and such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where due authorization, execution and delivery are prerequisites to the effectiveness thereof.
As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought independently to verify such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.