January 29, 2021
PARTS iD, Inc.
1 Corporate Drive, Suite C
Cranbury, New Jersey 08512
|Re:||Registration Statement on Form S-1|
Ladies and Gentlemen:
We have acted as counsel to PARTS iD, Inc., a Delaware corporation (the “Company”), in connection with the accompanying Registration Statement on Form S-1 (the “Registration Statement”) being filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K.
The Registration Statement relates to the potential resale from time to time by certain selling stockholders listed in the prospectus to the Registration Statement (the “Selling Stockholders”), pursuant to Rule 415 of the Securities Act, of up to 30,206,509 shares of common stock, par value $0.0001 per share of the Company currently held by the Selling Stockholders (the “Offered Common Stock”).
For purposes of this opinion letter, we have examined the Second Amended and Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”) and the Amended and Restated Bylaws of the Company, each as currently in effect, the Registration Statement, and the resolutions of the board of directors of the Company authorizing the Company’s issuance of the Offered Common Stock. We have also examined a certificate of the Secretary of the Company dated the date hereof (the “Certificate”) and originals, or copies certified or otherwise authenticated to our satisfaction, of such corporate records and other records, agreements, instruments, certificates of public officials and documents as we have deemed necessary as a basis for the opinions hereinafter expressed and have reviewed such matters of law as we have deemed relevant hereto. As to all issues of fact material to this opinion letter, we have relied on certificates, statements or representations of public officials, of officers and representatives of the Company (including the Certificate) and of others, without any independent verification thereof or other investigation.
In our examination, we have assumed, without investigation: (i) the legal capacity of all natural persons; (ii) the genuineness of all signatures; (iii) the authenticity of all documents submitted to us as originals; (iv) the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies; (v) the authenticity of the originals of such latter documents; (vi) the truth, accuracy and completeness of the information, representations and warranties contained in the agreements, documents, instruments, certificates and records we have reviewed; and (vii) the absence of any undisclosed modifications to the agreements and instruments reviewed by us.
Based upon and subject to the foregoing and to the other qualifications and limitations set forth herein, we are of the opinion that the Offered Common Stock is validly issued, fully paid and nonassessable.
Our opinion set forth herein is limited to the General Corporation Law of the State of Delaware, and we express no opinion as to the effect of any other laws.
This opinion letter is rendered as of the date first written above, and we assume no responsibility for updating this opinion letter or the opinion or statements set forth herein to take into account any event, action, interpretation or change in law occurring subsequent to the date hereof that may affect the validity of such opinion or statements. This opinion is expressly limited to the matters set forth above, and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the Offered Common Stock or the Certificate of Incorporation.
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to being named in the Registration Statement under the caption “Legal Matters” with respect to the matters stated therein without implying or admitting that we are “experts” within the meaning of the Securities Act or 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 issued thereunder with respect to any part of the Registration Statement, including this exhibit.
|Very truly yours,|
|FAEGRE DRINKER BIDDLE & REATH LLP|
|By:||/s/ Jonathan R. Zimmerman|
|Jonathan R. Zimmerman, Partner|