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Contract analysis / legal-opinion-exhibit-5-1-draft.docx
legal-opinion-exhibit-5-1-draft.docx
1033-00002 · 22 clauses
High · 0 Medium · 2 Standard · 3
I. Introduction
I. Introduction We have acted as counsel to Redstone Gaming Corp., a corporation organized and existing under the laws of the State of Delaware (the "Company"), in connection with the registration and proposed offering of shares of common stock, par value $0.001 per share, of the Company (the "Common Stock"). This opinion letter is being furnished in connection with the offering described herein and is intended to be
II. Documents Examined
II. Documents Examined In connection with the opinions expressed herein, we have examined originals, or copies identified to our satisfaction as being true copies of the originals, of the following documents:
1. The Registration Statement on Form S-3 (File No. 333-278401), including all amendments
1. The Registration Statement on Form S-3 (File No. 333-278401), including all amendments and supplements thereto (including all exhibits filed therewith and all documents incorporated by reference therein), as filed with the Commission on March 14, 2024, and declared effective by the Commission on March 28, 2024;
2. The Base Prospectus dated March 28, 2024, as contained in the Registration Statement;
2. The Base Prospectus dated March 28, 2024, as contained in the Registration Statement;
3. The Prospectus Supplement dated [●], 2025, as filed or to be filed with the Commission
3. The Prospectus Supplement dated [●], 2025, as filed or to be filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act;
4. The Underwriting Agreement dated [●], 2025, among the Company and Pinnacle Zanthor & C
4. The Underwriting Agreement dated [●], 2025, among the Company and Pinnacle Zanthor & Co., Hargrove Williams Securities LLC, and Clearwater Capital Markets Inc., as representatives of the several Underwriters named therein;
5. The Restated Certificate of Incorporation of the Company, as amended (including the Ce
5. The Restated Certificate of Incorporation of the Company, as amended (including the Certificate of Amendment filed on June 12, 2023, and the Certificate of Designation filed on August 4, 2023), as filed with and certified by the Secretary of State of the State of Delaware (Delaware Charter File No. 7291845) (collectively, the "Certificate of Incorporation");
6. The Amended and Restated Bylaws of the Company, as currently in effect, certified to u
6. The Amended and Restated Bylaws of the Company, as currently in effect, certified to us by the Secretary of the Company (the "Bylaws");
7. Resolutions adopted by the Board of Directors of the Company on September 30, 2025 (th
7. Resolutions adopted by the Board of Directors of the Company on September 30, 2025 (the "Board Resolutions"), authorizing, among other things, (a) the offering and issuance and sale of the Shares, (b) the filing of the Prospectus Supplement with the Commission, (c) the execution and delivery of the Underwriting Agreement by the Company, and (d) the establishment of a Pricing Committee of the Board of Directors and
8. Resolutions adopted by the Pricing Committee of the Board of Directors (the "Pricing C Standard
⚑ Commercial term
8. Resolutions adopted by the Pricing Committee of the Board of Directors (the "Pricing Committee"), consisting of Marcus Hale, Chief Executive Officer, Lena Okafor, Chief Financial Officer, and Patricia Moynihan, Independent Director and Chair of the Finance Committee of the Board of Directors, adopted on [●], 2025 (the "Pricing Committee Resolutions"), approving the final offering price, the number of Firm Shares a
9. A certificate of good standing of the Company issued by the Secretary of State of the
9. A certificate of good standing of the Company issued by the Secretary of State of the State of Delaware, dated on or about the date hereof;
10. A certificate of good standing (or equivalent certification) of the Company issued by
10. A certificate of good standing (or equivalent certification) of the Company issued by the Nevada Secretary of State, dated on or about the date hereof;
11. A certificate of the Secretary of the Company, dated as of the date hereof (the "Secr
11. A certificate of the Secretary of the Company, dated as of the date hereof (the "Secretary's Certificate"), certifying as to the authenticity and completeness of the Certificate of Incorporation, the Bylaws, the Board Resolutions, the Pricing Committee Resolutions, and the incumbency and signatures of the officers and directors of the Company who have executed or will execute documents in connection with the offe
12. Such other documents, records, certificates, and instruments as we have deemed necess
12. Such other documents, records, certificates, and instruments as we have deemed necessary or appropriate for purposes of the opinions expressed herein.
III. Assumptions Standard
⚑ Commercial term
III. Assumptions In rendering the opinions set forth below, we have assumed the following, without independent investigation or verification: (a) The genuineness of all signatures on all documents examined by us in connection with this opinion; (b) The authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as copies, whether certified, con
IV. Opinions
IV. Opinions Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth below, we are of the opinion that:
1. Due Authorization. The issuance and sale of up to 7,540,983 Shares, comprising up to 6,
1. Due Authorization. The issuance and sale of up to 7,540,983 Shares, comprising up to 6,557,377 Firm Shares and up to 983,606 Option Shares, have been duly authorized by all necessary corporate action on the part of the Company, including without limitation (i) the Board Resolutions adopted by the Board of Directors of the Company on September 30, 2025, and (ii) the Pricing Committee Resolutions adopted by the Pric
2. Valid Issuance. When the Shares have been issued and delivered by the Company against p
2. Valid Issuance. When the Shares have been issued and delivered by the Company against payment of the consideration therefor in accordance with the terms and conditions of the Underwriting Agreement and as contemplated by the Registration Statement and the Prospectus (including the Prospectus Supplement), the Shares will be validly issued.
3. Fully Paid. Upon receipt by the Company of the consideration for the Shares as specifie Standard
⚑ Commercial term
3. Fully Paid. Upon receipt by the Company of the consideration for the Shares as specified in the Underwriting Agreement — at the public offering price of $27.45 per share, less the underwriting discount of $1.098 per share (representing an underwriting discount of 4.0% of the public offering price), resulting in net proceeds to the Company of $26.352 per share (before deducting estimated offering expenses payable b
4. Non-Assessable. The Shares, when issued, sold, and delivered in the manner described ab Medium
⚑ Liability cap to check against exposure
4. Non-Assessable. The Shares, when issued, sold, and delivered in the manner described above, will be non-assessable. By "non-assessable," we mean that the holders of the Shares will have no obligation to make any further payments to the Company solely by reason of their ownership of such Shares, and that such Shares will not be subject to any further calls or assessments by the Company. This opinion as to non-asses
V. Qualifications and Limitations Medium
⚑ Liability cap to check against exposure
V. Qualifications and Limitations The opinions expressed herein are subject to the following qualifications and limitations: (a) This opinion is limited in all respects to the General Corporation Law of the State of Delaware (which includes the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such law), and we express no opinion with respect to the laws of any other
VI. Consent and Reliance
VI. Consent and Reliance We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-3 (File No. 333-278401) (or to a post-effective amendment thereto or a Current Report on Form 8-K filed by the Company and incorporated by reference into the Registration Statement) and to the reference to this firm under the heading "Legal Matters" in the Prospectus Supplement. In giving su