FRED S. SKOLNIK
PARTNER
DIRECT DIAL 516.296.7048
fskolnik@certilmanbalin.com
May 24, 2024
Kingstone Companies, Inc.
15 Joys Lane
Kingston, New York 12401
Ladies and Gentlemen:
We have acted as counsel to Kingstone Companies, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3 (File No. 333-278539) (the “Registration Statement”) filed
with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Rules”), which became effective on April 22, 2024. You have
asked us to furnish our opinion as to the legality of shares (the “Shares”) of common stock of the Company, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $16,376,672, which are registered under the
Registration Statement and which are subject to sale pursuant to the Sales Agreement (the “Sales Agreement”), dated as of May 24, 2024, by and between the Company and Janney Montgomery Scott LLC, as sales agent and/or principal.
In connection with the furnishing of this opinion, we have examined originals, or copies certified or otherwise identified to our
satisfaction, of the following documents:
1. the Registration Statement;
2. the final prospectus supplement dated May 24, 2024 (the “Final Prospectus”); and
3. the Sales Agreement.
In addition, we have examined (i) such corporate records of the Company as we have considered appropriate, including a copy of the
restated certificate of incorporation and by-laws of the Company, each as amended, and copies of resolutions of the board of directors of the Company relating to the issuance of the Shares, and (ii) such other certificates, agreements and documents
as we deemed relevant and necessary as a basis for the opinions expressed below. We have also relied upon the factual matters contained in the representations and warranties of the Company made in the documents reviewed by us and upon certificates of
public officials and the officers of the Company.
In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all
signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified,
photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all such latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and
documents that we have examined are accurate and complete.
Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that the Shares have
been duly authorized by all necessary corporate action on the part of the Company and, when issued, delivered and paid for as contemplated in the Registration Statement and in accordance with the terms of the Sales Agreement, the Shares will be
validly issued, fully paid and non-assessable.
The opinion expressed above is limited to the Delaware General Corporation Law. Our opinion is rendered only with respect to the laws, and
the rules, regulations and orders under those laws, that are currently in effect.
We hereby consent to the use of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed by the Company with the
Commission on the date hereof, and to the use of our name under the heading “Legal Matters” contained in the base prospectus included in the Registration Statement and in the Final Prospectus. In giving this consent, we do not thereby admit that we
come within the category of persons whose consent is required by the Securities Act or the Rules.
Sincerely,
CERTILMAN BALIN ADLER & HYMAN, LLP
By:
Fred Skolnik, a member of the Firm