Exhibit 5.1
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BEIJING, BERLIN, BRUSSELS, DENVER, |
March 27, 2017
Elevate Credit, Inc.
4150 International Plaza, Suite 300
Fort Worth, Texas 76109
Re: Registration Statement on FormS-1
Ladies and Gentlemen:
We are acting as counsel to Elevate Credit, Inc., a Delaware corporation (the “Company”), in connection with the registration of 7,700,000 shares (the “Primary Shares”) of the Company’s Common Stock, par value $0.0004 per share (the “Common Stock”), pursuant to a Registration Statement on FormS-1, as amended (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and, if exercised, the offering and sale of up to 1,155,000 shares of Common Stock subject to an option to purchase additional shares (the “Additional Shares” together with the Primary Shares, the “Shares”).
As counsel for the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion and we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization, issuance and sale of the Shares. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.
Based upon and subject to the foregoing, we are of the opinion that:
| 1. | The Shares will be duly and validly authorized and upon issuance, delivery and payment therefor in the manner contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable. |
Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any laws except theGeneral Corporation Law of the State of Delaware.
March 27, 2017
Page Two
We consent to the use of this opinion as an exhibit to the Registration Statement, and we consent to the reference of our name under the caption “Legal Matters” in the Prospectus forming a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Morrison & Foerster LLP