EX-5.1 2 dex51.htm OPINION OF AKERMAN SENTERFITT Opinion of Akerman Senterfitt

Exhibit 5.1

 

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Dallas

Denver

Fort Lauderdale

Jacksonville

Las Vegas

Los Angeles

Madison

Miami

New York

Orlando

Tallahassee

Tampa

Tysons Corner

Washington, DC

West Palm Beach

      

SunTrust Financial Centre, Suite 1700

401 E. Jackson Street

Tampa, Florida 33602-5250

 

www.akerman.com

 

813 223 7333 tel        813 223 2837 fax

August 6, 2010

Odyssey Marine Exploration, Inc.

5215 West Laurel Street

Tampa, Florida 33607

 

  Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Odyssey Marine Exploration, Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration by the Company of 3,000,000 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) that may be issued pursuant to the Company’s 2005 Stock Incentive Plan, as amended (the “Plan”).

In connection with the Registration Statement, we have examined, considered and relied upon copies of such documents and instruments that we have deemed necessary for the expression of the opinions contained herein. In our examination of these documents, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents, the authenticity of all documents submitted to us as originals and the conformity to the original documents of all copies. Based upon the foregoing examination, we are of the opinion that the shares of Common Stock have been duly authorized and, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable shares of Common Stock of the Company.

The opinion expressed herein is limited to the federal securities laws of the United States of America and the corporate laws of the State of Nevada, and we express no opinion as to the effect on the matters covered of the laws of any other jurisdiction. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

 

Very truly yours,

/s/ Akerman Senterfitt

AKERMAN SENTERFITT