Exhibit 5.1
April 4, 2022
GSE Systems, Inc.
6940 Gateway Drive, Suite 470
Columbia, MD 21046
Ladies and Gentlemen:
We have acted as counsel to GSE Systems, Inc., a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), with respect to the proposed resale of up to 5,428,276 shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of the Company which may be offered and sold from time to time by the selling stockholder identified in the Registration Statement. The Shares consist of (i) 4,144,544 shares of Common Stock (the “Conversion Shares”) issuable upon conversion of a convertible promissory note issued by the Company to the selling stockholder on February 23, 2022 (the “Note”), and (ii) 1,283,732 shares of Common Stock (the “Warrant Shares”) issuable upon the exercise of a warrant issued by the Company to the selling stockholder on February 23, 2022 (the “Warrant”).
We have examined the Registration Statement and such corporate records, certificates, and documents as we deemed necessary for the purpose of this opinion. We have relied as to certain factual matters on information obtained from public officials and officers of the Company. Based on that examination, we advise you that in our opinion:
| 1. | The Conversion Shares have been duly authorized by the Company, and, when issued in accordance with the terms and conditions of the Note, such Conversion Shares will be validly issued, fully paid and nonassessable. |
| 2. | The Warrant Shares have been duly authorized by the Company, and, when issued in accordance with the terms and conditions of the Warrant, such Warrant Shares will be validly issued, fully paid and nonassessable. |
In expressing the opinions set forth herein, we have assumed that (i) all documents submitted to us as originals are authentic, (ii) all documents submitted to us as copies conform with the originals of those documents, (iii) all signatures on all documents submitted to us for examination are genuine, (iv) each natural person executing any such document is legally competent to do so, and (v) all public records reviewed by us or on our behalf are accurate and complete. The opinion expressed herein is limited to the matters expressly set forth in this letter and no other opinion should be inferred beyond the matters expressly stated.
We hereby consent to the use of our name under the heading “Legal Matters” in the prospectus forming a part of the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
Miles & Stockbridge P.C.
By: /s/ Scott R. Wilson
Principal