HO CHI MINH CITY
FIRM and AFFILIATE OFFICES
GCC REPRESENTATIVE OFFICE
May 20, 2019
The Lovesac Company
2 Landmark Square Suite 300
Stamford, CT 06901
|Re:||Exhibit 5.1 to Registration Statement on Form S-1|
Ladies and Gentlemen:
We have acted as counsel to The Lovesac Company, a Delaware corporation (the “Company”), in connection with the registration of the offer and sale by the Company of up to 750,000 shares (the “Primary Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and the secondary offering (the “Secondary Offering” and together with the Primary Offering, the “Offering”) by certain selling stockholders of the Company (the “Selling Stockholders”) of up to 1,750,000 shares (the “Secondary Shares” and together with the Primary Shares, the “Shares”) of the Company’s Common Stock. The Shares are included in a registration statement on Form S–1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 20, 2019 (as amended, the “Registration Statement”). All of the Shares are to be sold pursuant to the proposed form of Underwriting Agreement among the Company, the selling stockholders and the representative of the several underwriters named therein (the “Underwriting Agreement”) filed as Exhibit 1.1 to the Registration Statement.
As counsel for the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion and we are familiar with the proceedings taken and proposed to be taken by the Company in with the authorization, issuance and sale of the Primary Shares. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. This opinion letter is given, and all statements herein are made, in the context of the foregoing.
|Duane Morris llp|
|1540 BROADWAY NEW YORK, NY 10036-4086||PHONE: +1 212 692 1000 FAX: +1 212 692 1020|
May 20, 2019
This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, as amended. We express no opinion herein as to any other laws, statutes, ordinances, rules, or regulations. As used herein, the term “Delaware General Corporation Law, as amended” includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting these laws.
Based upon, subject to and limited by the foregoing, we are of the opinion that:
Following (i) execution and delivery by the Company of the Underwriting Agreement, (ii) effectiveness of the Registration Statement, (iii) issuance of the Shares pursuant to the terms of the Underwriting Agreement, and (iv) receipt by the Company of the consideration for the Primary Shares specified in the resolutions of the Board of Directors of the Company and to be adopted by the pricing committee thereof, the Shares will be validly issued, fully paid and nonassessable.
This opinion letter has been prepared for use in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the effective date of the Registration Statement.
We consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement, and we consent to the reference of our name under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
|Very truly yours,|
|/s/ Duane Morris LLP|