EXHIBIT 5.1
July 7 , 2017
Medical Transcription Billing, Corp.
7 Clyde Road
Somerset, New Jersey 08873
Re: | Registration Statement on Form S-1 |
Ladies and Gentlemen:
We have acted as counsel to Medical Transcription Billing, Corp., a Delaware corporation (the “Company”), in connection with its filing of a Form S-1 Registration Statement ( as amended , the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”). The Registration Statement relates to the proposed resale by selling stockholders of up to 2,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Shares are issuable to the selling stockholders upon the exercise of the Company’s warrants held by the selling stockholders (“Warrants”). The Shares are to be sold from time to time as set forth in the Registration Statement and the prospectus contained therein (the “Prospectus”).
We have examined: (i) the Registration Statement, together with the exhibits thereto and the documents incorporated by reference therein; and (ii) the Prospectus, together with the documents incorporated by reference therein.
In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such other instruments, documents, certificates and records which we have deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed: (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy and completeness of the information, representations and warranties contained in the instruments, documents, certificates and records we have reviewed; (iv) the agreements relating to the Warrants (the “Warrant Documents”) have been duly authorized and validly executed and delivered by the parties thereto; (v) that the Shares will be issued and sold in compliance with applicable U.S. federal and state securities laws and in the manner stated in the Registration Statement, Prospectus and the Warrant Documents; and (vi) the legal capacity of all natural persons. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company.
We express no opinion herein as to the laws of any state or jurisdiction, other than the Federal laws of the United States of America and the General Corporation Law of the State of Delaware, as such are in effect on the date hereof, and we have made no inquiry into, and we express no opinion as to, the statutes, regulations, treaties, common laws or other laws of any other nation, state or jurisdiction.
MTBC/Form S-1 Registration Statement | Page 2 of 2 |
July 7 , 2017 |
We express no opinion as to (i) the effect of any bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other similar laws relating to or affecting the rights of creditors generally, (ii) rights to indemnification and contribution which may be limited by applicable law or equitable principles, or (iii) the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, the effect of judicial discretion and the possible unavailability of specific performance, injunctive relief or other equitable relief, and the limitations on rights of acceleration, whether considered in a proceeding in equity or at law.
Based on the foregoing, we are of the opinion that the Shares, when issued, delivered and paid for in accordance with the terms of the Warrant Documents, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name wherever it appears in the Registration Statement and the Prospectus. In giving such consent, we do not believe that we are “experts” within the meaning of such term under the Securities Act of 1933, as amended, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement and Prospectus.
Very truly yours, | |
/s/ Mazzeo Song P.C. |