Exhibit 5.1
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October 4, 2022
KORE Group Holdings, Inc.
3 Ravinia Drive NE, Suite 500
Atlanta, GA 30346
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We are acting as special counsel to KORE Group Holdings, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-3, filed with the Securities and Exchange Commission (the “Commission”) on October 4, 2022, under the Securities Act of 1933, as amended (the “Act”) (such Registration Statement, as it may be subsequently as amended or supplemented and including the exhibits thereto, is hereinafter referred to as the “Registration Statement”).
The Registration Statement relates to the resale of up to 31,123,253 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), including the resale or distribution from time to time by the selling securityholders named in the prospectus contained in the Registration Statement and any supplement thereto of up to (i) 30,850,475 shares of Common Stock issued and outstanding (the “Existing Shares”) and (ii) 272,778 shares of Common Stock issuable upon the exercise of outstanding Company warrants (the “Warrant Shares”).
In connection with the registration of the resale of the Common Stock, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this opinion, including (i) the organizational documents of the Company; (ii) resolutions of the Company with respect to the registration of the resale of the Common Stock; and (iii) the Registration Statement and the exhibits thereto.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals of all documents submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company and the due authorization, execution and delivery of all documents by the parties thereto other than the Company. We have not independently established or verified any facts relevant to the opinions expressed herein, but have relied upon statements and representations of officers and other representatives of the Company and others as to factual matters.
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