Exhibit 5.1

 

 

June 28, 2021

EZFill Holdings, Inc.

2125 Biscayne Blvd.

#309

Miami, Florida 33137

 

Re: Registration Statement on Form S-1 (File No. 333- 256691)

 

Ladies and Gentlemen:

 

We have examined the Registration Statement on Form S-1, as amended (the “Registration Statement”), of EZFill Holdings, Inc. a Delaware corporation (the “Company”), filed pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of: up to an aggregate of 7,187,500 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share, including 937,500 Shares purchasable by the underwriters upon their exercise of an over-allotment option granted to the underwriters by the Company.

 

In arriving at the opinions expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of specimen common stock certificates, and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.

 

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued against payment therefor as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of the name of the law firm under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

 

  Very truly yours,
   
  /s/ Sichenzia Ross Ference LLP
  Sichenzia Ross Ference LLP

 

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