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| Velocity Financial, Inc. |
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April 11, 2025 |
We have examined the Registration Statement; the prospectus, dated December 10, 2024
(the Base Prospectus), as supplemented by the prospectus supplement dated April 11, 2025 relating to the Securities (together with the Base Prospectus, the Prospectus), filed by the Company pursuant to Rule 424(b) of the
rules and regulations of the Commission under the Securities Act; and the Equity Distribution Agreements. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies, of such
records, agreements, documents and such other instruments and certificates or comparable documents of public officials and of officers and representatives of the Company and have made such other investigations as we have deemed relevant and
necessary in connection with the opinions hereinafter set forth.
In rendering the opinion set forth below, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed
copies and the authenticity of the originals of such latter documents. We also have assumed that, with respect to the issuance of any shares of Common Stock, the amount of valid consideration paid in respect of such shares will equal or exceed the
par value of such shares.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are
of the opinion that, when the Securities have been issued and delivered against payment therefor in accordance with the terms of the Equity Distribution Agreements, the Securities will be validly issued, fully paid and nonassessable.
In rendering the foregoing opinion, we have assumed that upon the issuance of any of the Securities, (i) the Board of Directors of the
Company (or any committee thereof acting pursuant to authority properly delegated to such committee) has not taken any action to rescind or otherwise amend its prior authorization of the reserving and issuance of the Securities, (ii) the
Securities will not be sold at a price per share below that authorized by the Board of Directors of the Company, (iii) the aggregate sales price of the Securities will not exceed the aggregate sales price authorized by the Board of Directors of
the Company during the applicable period and (iv) the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under its Restated
Certificate of Incorporation.