UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Emerging growth company
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Item 8.01. | Other Events |
On October 26, 2020, Triumph Bancorp, Inc. (the “Company”) filed a prospectus supplement to its Registration Statement on Form S-3 filed with the U.S. Securities and Exchange Commission (the “Commission”) (No. 333-237663) (the “Registration Statement”), under the Securities Act of 1933, as amended, with respect to the resale by the selling stockholder named therein of up to 630,268 shares of the Company’s common stock (the “Shares”). The Company issued the Shares to such selling stockholder on July 8, 2020 as partial consideration for the acquisition of certain factoring assets from the selling stockholder pursuant to an accounts receivable purchase agreement.
In connection with filing of such prospectus supplement, the Company is filing a legal opinion as Exhibit No. 5.1 to this current report on Form 8-K, which is incorporated by reference into the Registration Statement.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
Exhibit |
Description | |
5.1 | Opinion of Adam D. Nelson, Executive Vice President and General Counsel of the Company. | |
23.1 | Consent of Adam D. Nelson, Executive Vice President and General Counsel of the Company (included in Exhibit 5.1 of this Current Report on Form 8-K). | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
EXHIBIT INDEX
Exhibit |
Description | |
5.1 | Opinion of Adam D. Nelson, Executive Vice President and General Counsel of the Company. | |
23.1 | Consent of Adam D. Nelson, Executive Vice President and General Counsel of the Company (included in Exhibit 5.1 of this Current Report on Form 8-K). | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
TRIUMPH BANCORP, INC. | ||
By: | /s/ Adam D. Nelson | |
Name: | Adam D. Nelson | |
Title: | Executive Vice President & General Counsel |
Date: October 26, 2020
Exhibit 5.1
October 26, 2020
Triumph Bancorp, Inc.
12700 Park Central Drive, Suite 1700
Dallas, Texas 75251
Re: | Triumph Bancorp, Inc. Common Stock |
Ladies and Gentlemen:
I am the Executive Vice President and General Counsel of Triumph Bancorp, Inc., a Texas corporation (the Company). In connection with the registration under the Securities Act of 1933 (the Securities Act) of 630,268 shares of common stock, par value $0.01 per share, of the Company (the Securities), I, or members of my staff, have examined such corporate records, certificates and other documents, and such questions of law, as I have considered necessary or appropriate for the purposes of this opinion.
In rendering the opinion expressed herein, I, or members of my staff, have examined and relied upon such records of the Company and such agreements, certificates and receipts of public officials, certificates as to factual matters executed by responsible officers or other representatives of the Company and others, and such other documents as I have deemed necessary or appropriate as a basis for the opinions set forth below.
In making such examination and rendering the opinion set forth below, I have assumed without verification the genuineness of all signatures, the authenticity of all documents submitted to me or members of my staff as originals, the authenticity of the originals of such documents submitted to me or my staff as certified copies, the conformity to originals of all documents submitted to me or my staff as copies, the authenticity of the originals of such documents, that all documents submitted to me or my staff as certified copies are true and correct copies of such originals and the legal capacity of all individuals executing any of the foregoing documents. In making my examination of executed documents, I have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that the Securities have been duly authorized and validly issued and are fully paid and non-assessable.
I am a member of the bar of the State of Texas and I do not express any opinion herein concerning any law other than the Texas Business Organizations Code (including the statutory provisions, all applicable provisions of the Texas Constitution and reported judicial decisions interpreting the foregoing).
I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Current Report on Form 8-K filed by the Company on October 26, 2020 and to the use of my name under
the caption Legal Matters in the prospectus included in the Companys Registration Statement on Form S-3 filed with the U.S. Securities and Exchange Commission (No. 333-237663). In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the SEC promulgated thereunder.
Very truly yours, | ||
/s/ Adam D. Nelson | ||
Name: | Adam D. Nelson | |
Title: | Executive Vice President and General Counsel |