FENNEMORE CRAIG, P.C.
300 E. Second Street
Suite 1510
Reno, Nevada 89501
(775) 788-2200
| Law Offices | |
| Denver | (303) 291-3200 |
| Las Vegas | (702) 692-8000 |
| Nogales | (520) 281-3480 |
| Phoenix | (602) 916-5000 |
| Reno | (775) 788-2200 |
| Tucson | (520) 879-6800 |
September 18, 2019
Ashford Nevada Holding Corp.
14185 Dallas Parkway, Suite 1100
Dallas, Texas 75254
Re: Registration of Common Stock of Ashford Nevada Holding Corp.
Ladies and Gentlemen:
We are acting as special Nevada counsel for Ashford Nevada Holding Corp., a Nevada corporation (the “Company”), in connection with issuance of up to 4,148,959 shares (the “Registered Stock”) of the Company’s common stock, par value $.001 per share (the “Common Stock”) pursuant to the Registration Statement on Form S-4, No. 333-232736 (the “Registration Statement”) filed by the Company under the Securities Act of 1933, as amended (the “Act”), to be issued pursuant to the terms of the Merger Agreement, as hereinafter defined, upon completion of the Merger, as defined in the Merger Agreement.
We have examined originals or copies of each of the documents listed below:
1. The Articles of Incorporation of the Company, as amended, as certified by an officer of the Company as of the date hereof;
2. The Bylaws of the Company, as certified by an officer of the Company as of the date hereof;
3. Resolutions of the Board of Directors of the Company relating to the Combination Agreement (as defined in the Merger Agreement, the Merger Agreement and registration and issuance of the Registered Stock, as certified by an officer of the Company as of the date hereof;
4. the Merger and Registration Rights Agreement (the “Merger Agreement”) to be entered into among Ashford Inc., a Maryland corporation, the Company, Ashford Merger Sub Inc., a Maryland corporation, and the Investors named therein; and
5. The Registration Statement and Prospectus included therein.
We have examined originals or copies of such other corporate records, certificates of corporate officers and public officials and other agreements and documents as we have deemed necessary or advisable for purposes of this opinion letter. We have relied upon the certificates of all public officials and corporate officers with respect to the accuracy of all factual matters contained therein.
Without limiting the generality of the foregoing, in our examination, we have, with your permission, assumed without independent verification, that (i) all documents submitted to us as originals are authentic, the signatures on all documents that we examined are genuine, and all documents submitted to us as certified, conformed, photostatic, electronic or facsimile copies conform to the original document; and (ii) all corporate records made available to us by the Company and all public records we have reviewed are accurate and complete.
Based upon the foregoing, and subject to the limitations, exceptions and exclusions set forth herein, it is our opinion that issuance of the Registered Stock has duly authorized by the Company and, when issued pursuant to the Merger Agreement upon completion of the Merger, the Registered Stock will be validly issued, fully paid and nonassessable.
We express no opinion as to the laws of any jurisdiction other than the laws of the State of Nevada. The opinions expressed above concern only the effect of the laws (excluding the principles of conflict of laws) of the State of Nevada currently in effect. We assume no obligation to supplement this opinion if any applicable laws change after the date of this opinion, or if we become aware of any facts that might change the opinions expressed above after the date of this opinion.
This opinion is issued in the State of Nevada. By issuing this opinion, Fennemore Craig, P.C. (i) shall not be deemed to be transacting business in any other state or jurisdiction other than the State of Nevada and (ii) does not consent to the jurisdiction of any state other than the State of Nevada. Any claim or cause of action arising out of the opinions expressed herein must be brought in the State of Nevada. Your acceptance of this opinion shall constitute your agreement to the foregoing.
We consent to your filing of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement. We further consent to the incorporation by reference of this opinion and consent in any registration statement filed pursuant to Rule 462(b) under the Act with respect to the Common Stock. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K. The
opinions expressed in this letter are rendered as of the date hereof, and we express no opinion as to circumstances or events that may occur subsequent to such date. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Common Stock.
| Very truly yours, |
|
|
| /s/ Fennemore Craig, P.C. |
| FENNEMORE CRAIG, P.C. |
