Exhibit 5.1
Nelson
Mullins
Nelson Mullins Riley & Scarborough LLP
Attorneys and Counselors at Law
50 N. Laura Street, 41st Floor / Jacksonville, FL 32202
Tel: 904.665.3600 Fax: 904.665.3641
www.nelsonmullins.com
February 1, 2017
Ladies and Gentlemen:
This firm is counsel to FRP Holdings, Inc., a Florida corporation (the
"Company"), in connection with the Registration Statement on Form S-8 (the
"Registration Statement") being filed by the Company with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the offer and sale of up to 600,000 shares
(the "Shares") of the Company's common stock, par value $0.10 per share,
pursuant to the FRP Holdings, Inc. 2016 Equity Incentive Plan (the "Plan").
In rendering this opinion, we have examined: (a) the Registration
Statement; (b) the Company's prospectus; (c) a copy of the Company's Amended
and Restated Articles of Incorporation; (d) a copy of the Company's Bylaws;
and (e) a record of the proceedings of the Company relating to the
authorization of the issuance and delivery of the Shares pursuant to the Plan.
We have also examined originals, or copies of originals certified to our
satisfaction, of such agreements, documents, certificates and other statements
of governmental officials and other instruments, and examined such questions
of law and have satisfied ourselves as to such matters of fact, as we have
considered relevant and necessary as a basis for this opinion. We have
assumed, without inquiry, the authenticity of all documents submitted to us as
originals, the genuiness of all signatures, the legal capacity of all natural
persons and the conformity with authentic original documents of any copies
thereof submitted to us for our examinations.
Based on the foregoing, and subject to the qualifications stated herein,
we are of the opinion that:
1. The Company has been incorporated under the laws of Florida and the
Company's status is active.
2. The Shares will be legally issued, fully paid, and nonassessable
when: (i) the Registration Statement shall have become effective under the
Securities Act; (ii) the Shares shall have been issued and sold in the manner
contemplated by the Plan; and (iii) certificates representing the Shares shall
have been executed, countersigned and registered and delivered to the
purchasers thereof against payment of the agreed consideration therefor.
With offices in Colorado, District of Columbia, Florida, Georgia,
Massachusetts, New York, North Carolina, South Carolina,
Tennessee and West Virginia
February 1, 2017
Page 2
We express no opinion as to the application of the securities or "Blue
Sky" laws of the various states to the sale of the Shares. The opinions
rendered herein are limited to the laws of the State of Florida and the federal
laws of the United States.
This opinion is being delivered in connection with the Registration
Statement and, accordingly, may not be used for any other purpose without our
prior written consent. We assume no obligation to update or supplement this
opinion to reflect any facts or circumstances that may hereafter come to our
attention with respect to the opinions expressed above, including any changes
in applicable law that may hereafter occur.
We hereby consent to the use of our name in the Registration Statement
as counsel who will pass upon the legality of the Shares for the Company and
as having prepared this opinion, and to the use of this opinion as an exhibit
to the Registration Statement. We also consent to the use of our name as
counsel for the Company and to any references to this firm in the prospectus
that constitutes part of the Registration Statement.
In giving this consent, we do not hereby admit that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules or regulations of the Securities and Exchange Commission
promulgated thereunder.
Very truly yours,
/s/ Nelson Mullins Riley & Scarborough LLP
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Nelson Mullins Riley & Scarborough LLP