Exhibit 5.1
| LOEB & LOEB LLP 345 Park Avenue | Main212.407.4000 |
April 14, 2023
FG Merger Corp.
104 S. Walnut Street, Unit 1A
Itasca, IL 60143
Ladies and Gentlemen:
We have acted as counsel to FG Merger Corp., a Delaware corporation (“FGMC”), in connection with the preparation of a registration statement on Form S-4, File No. 333-269515, filed by FGMC with the Securities and Exchange Commission under the Securities Act of 1933, as amended, with respect to (a) the conversion of each issued and outstanding share of FGMC common stock, par value $0.0001 (“FGMC Common Stock”) in connection with a business combination transaction (the “Business Combination”), pursuant to that certain Merger Agreement and Plan of Reorganization dated January 5, 2023, (the “Merger Agreement”), by and among FGMC, FG Merger Sub Inc., a Nevada corporation and a direct, wholly-owned subsidiary of FGMC, and iCoreConnect Inc., a Nevada corporation (“iCoreConnect”), into shares of FGMC preferred stock, par value $0.0001 (“FGMC Preferred Stock”), having the rights, preferences, powers, privileges and restrictions, qualifications and limitations as set forth in Exhibit D to the Merger Agreement; and (b) the issuance to the security holders of iCoreConnect in the Business Combination and pursuant to the Merger Agreement of 9,800,000 shares of common stock, par value $0.001 per share, of FGMC (the “FGMC Common Shares” and, together with the FGMC Preferred Stock, the “FGMC Shares”.
We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers of FGMC.
Based upon the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that upon issuance in the Business Combination pursuant to the terms of the Merger Agreement, the FGMC Shares will be validly issued, fully paid and non-assessable.
In addition, the foregoing opinion is qualified to the extent that (a) no opinion is expressed herein as to compliance with any federal or state consumer protection or antitrust laws, rules, or regulations, or any municipal or local laws and ordinances; and (b) no opinion is expressed herein as to compliance with or the effect of federal or state securities or blue sky laws.
We are admitted to practice in the State of New York, and we express no opinion as to any matters governed by any law other than the law of the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference made to us under the caption “Legal Matters” in the proxy statement/prospectus constituting part of the Registration Statement. In giving this consent, 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 Commission promulgated thereunder.
Very truly yours,
/s/ Loeb & Loeb LLP
Loeb & Loeb LLP