We have acted as counsel to Kingstone Companies, Inc., a Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-3 (the "Registration Statement"), including the prospectus constituting a part thereof (the "Prospectus"), filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act") relating to the registration by the Company for the issue and sale by the Company from time to time of up to $50,000,000 offering price of (a) shares of
the Company's common stock, $0.01 par value per share (the "Common Stock"), (b) shares of the Company's preferred stock, $0.01 par value per share (the "Preferred Stock"), (c) debt securities of the Company ("Debt Securities"), (d) warrants for the
purchase of Common Stock, Preferred Stock and/or Debt Securities (the “Warrants”) and (e) units comprised of Common Stock, Preferred Stock, Debt Securities and/or Warrants (the “Units”). The Prospectus provides that it may be supplemented
in the future by one or more prospectus supplements (each, a "Prospectus Supplement"). This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5) of Regulation S-K, as promulgated by the Commission.
For purposes of this opinion, we have assumed (i) the authenticity of all documents submitted to us as original, (ii) the conformity to the
originals of all documents submitted as certified, photostatic or facsimile copies and the authenticity of the originals, (iii) the legal capacity of natural persons, (iv) the due authorization, execution and delivery of all documents by all parties
and the validity and binding effect thereof and (v) the conformity to the proceedings of the Board of Directors of all minutes of such proceedings. We have also assumed that the corporate records furnished to us by the Company include all corporate
proceedings taken by the Company to date.
Based upon the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, it is our opinion
that:
(a) when an issuance of Common Stock has been duly authorized by all necessary corporate action of the Company, upon issuance, delivery and
payment therefor in an amount not less than the par value thereof in the manner contemplated by the Prospectus or any Prospectus Supplement, and by such corporate action, and in total amounts and numbers of shares that do not exceed the respective
total amounts and numbers of shares (i) available under the Restated Certificate of Incorporation, and (ii) authorized by the Board of Directors in connection with the offering contemplated by the Prospectus or any Prospectus Supplement, such shares
of Common Stock will be validly issued, fully paid and nonassessable;
(b) when a series of Preferred Stock has been duly established in accordance with the terms of the Company's Restated Certificate of
Incorporation and authorized by all necessary corporate action of the Company, upon issuance, delivery and payment therefor in an amount not less than the par value thereof in the manner contemplated by the Prospectus or any Prospectus Supplement and
by such corporate action, and in total amounts and numbers of shares that do not exceed the respective total amounts and numbers of shares (i) available under the Restated Certificate of Incorporation, and (ii) authorized by the Board of Directors in
connection with the offering contemplated by the Prospectus or any Prospectus Supplement, such shares of such series of Preferred Stock will be validly issued, fully paid and nonassessable;
(c) with respect to the Debt Securities, when (i) the Debt
Securities indenture and any and all applicable supplements thereto (the "Indenture") have been duly authorized, executed and delivered by the Company and duly qualified under the Trust Indenture Act of 1939, (ii) the Board of Directors has taken
all necessary corporate action to approve the issuance and establish the terms of such Debt Securities, the terms of the offering and related matters, (iii) the Debt Securities have been duly executed and authenticated in accordance with the terms
of the Indenture, and (iv) the Debt Securities have been issued and sold in the manner contemplated by the Registration Statement and in accordance with the Indenture, such Debt Securities (including any Debt Securities duly issued upon conversion,
exchange or exercise of any other security in accordance with the terms of such security or the instrument governing such security providing for such conversion, exchange or exercise as approved by the Board of Directors) will be binding
obligations of the Company and entitled to the benefits of the Indenture, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws affecting or relating to the rights of
creditors generally, by general principles of equity (regardless of whether considered in a proceeding in equity or at law), and by requirements of reasonableness, good faith and fair dealing;
(d) when an issuance of Warrants has been duly
authorized by all necessary corporate action of the Company, upon issuance, delivery and payment therefor in the manner contemplated by the Prospectus or any Prospectus Supplement, and by such corporate action, and in numbers of Warrants that do not
exceed the numbers of Warrants authorized by the Board of Directors in connection with the offering contemplated by the Prospectus or any Prospectus Supplement, such Warrants will be validly and binding obligations of the Company; and
(e) when an issuance of Units has been duly authorized by all necessary corporate action of the Company, upon issuance, delivery and
payment therefor in the manner contemplated by the Prospectus or any Prospectus Supplement, and by such corporate action, and in numbers of Units that do not exceed the numbers of Units authorized by the Board of Directors in connection with the
offering contemplated by the Prospectus or any Prospectus Supplement, such Units will be validly issued, fully paid and nonassessable.