The New York Times Building
620 Eighth Avenue
New York, NY 10018-1405
June 6, 2018
SITO Mobile, Ltd.
The Newport Corporate Center
100 Town Square Place, Suite 204
Jersey City, NJ 07310
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
Reference is made to Post-Effective Amendment No. 1 to Registration Statement No 333-175725, which registration statement was filed with the U.S. Securities and Exchange Commission (the “Commission”) on July 22, 2011, (the “Post-Effective Amendment”) of SITO Mobile, Ltd., a Delaware corporation (the “Company”), filed on the date hereof with the Commission under the Securities Act of 1933, as amended (the “Act”).
The Post-Effective Amendment covers an aggregate of 746,452 shares (the “Prior Plan’s Shares”) of the Company’s common stock, par value $0.001 per share, representing (i) the 662,572 shares available for future awards under the Company’s 2008 Stock Option Plan (the “2008 Plan”) and (ii) the 83,880 shares subject to outstanding awards under the 2008 Plan, all of which Prior Plan’s Shares may become available for future awards under the Company’s 2017 Equity Incentive Plan (the “2017 Plan”) as provided for in the 2017 Plan.
We have examined the Post-Effective Amendment, including the exhibits thereto, the originals or copies, certified or otherwise identified to our satisfaction, of the Certificate of Incorporation, as amended and restated, and the Amended and Restated Bylaws of the Company, the 2017 Plan and such other documents as we have deemed appropriate in rendering this opinion. As to matters of fact, we have relied on representations of officers of the Company. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us, other than by the Company or its officers, as originals and the authenticity of all documents submitted to us as copies of originals. Based on the foregoing, we are of the opinion that the Prior Plan’s Shares, when issued and paid for in accordance with the terms of the 2017 Plan and the applicable award granted under the 2017 Plan, will be legally issued, fully paid and non-assessable.
This opinion is being furnished to you solely for submission to the Commission as an exhibit to the Post-Effective Amendment and, accordingly, may not be relied upon, quoted in any manner to, or delivered to any other person or entity, without in each instance our prior written consent.
We express no opinion herein as to the law of any state or jurisdiction other than the General Corporation Law of the State of Delaware, including statutory provisions and all applicable provisions of the State of Delaware and reported judicial decisions interpreting such laws of the State of Delaware and the federal laws of the United States of America.
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SITO Mobile, Ltd.
We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Post-Effective Amendment. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Commission thereunder.
|Very truly yours,|
|/s/ Pepper Hamilton LLP|
|Pepper Hamilton LLP|